Doomwar
by Spidershadow5
Summary: (Sequel to From the Ashes) Equestria and the Avengers have formed close friendships. Friendships that may eventually help form the foundations of the relations between Earth and Equis. There's only one man who stands in their way: Victor Von Doom. (Takes place after Thor Ragnarok, and Father Knows Beast. Ignores Infinity War)
1. Chapter 1: Unexpected Guests

Chapter 1: Unexpected Guests

**Equis, Canterlot**

Equestria's astronomers had spotted the massive spaceship above Equis' atmosphere long before it had come into view of the public. That was a stroke of luck, as Celestia and Luna managed to get out the word before everypony could fly into a panic as it descended towards the planet. Nopony could say what the ship's intentions were, as it looked more than large enough to carry additional fighters, but it wasn't deploying them. The blue and silver rectangular ship just kept getting closer and closer to Canterlot, not attacking or even showing any signs. Despite this, Celestia wasn't taking any chances.

Outside Canterlot Castle, the Canterlot Royal Guard had gathered, armed with all of the weapons they could assemble, though they kept them at a neutral stance, hoping these weren't invaders. Celestia and Luna stood at the back, overseeing their small army, equipped with their battle armor and personal weapons, prepared to fight anything that came out of that ship. Princess Twilight Sparkle was there as well, joined by her group of friends, equipped with the chest containing the Rainbow Power, just in case, alongside Starlight Glimmer, and the Pillars of Old Equestria, led by Star Swirl. Rockhoof and Flash Magnus tightened their hooves around their weapons, primed for battle the instant they were needed. Discord was on standby, ready to whip up some chaos on any enemies. Even Tempest Shadow was there, her broken horn sparking with loose magic as she took several deep breaths, keeping herself calm for whatever may come.

The ship descended closer and closer to the ground, continuing not to deploy any weapons. It simply came down, landing on the ground as its thrusters singed the grass. Celestia clenched her teeth as she raised her halberd in an aggressive position, pointing it straight forward. Luna spread her wings wider, trying to look intimidating. Twilight ignited her horn, prepared to fire at a moment's notice. This was despite the fact that she was scared out of her mind. It was all uncertain, and nopony was could say whether or not they were prepared for what was going to come out of that ship. All anypony could do was tense themselves as the door of the ship began to descend, along with a landing ramp. The door finally hit the earth, revealing...

"Greetings, everypony!" exclaimed Thor, spreading his arms.

Celestia's jaw dropped. Along with her halberd. "Thor?!" she exclaimed, galloping past all her guards, over to the Asgardian, "What happened to your hair?! Good gracious, what happened to your eye?!"

The god of thunder was nearly unrecognizable from the last time they saw him. His hair had been cut down to his skull, and he now sported a patch over one eye. It was kind of a shock seeing him like this, with absolutely no knowledge of how it he'd gotten like this.

Thor shrugged to himself. "It's kind of a long story," he admitted, "I've had an adventure and a half today." He held up his copy of the yellow journal. "I was gonna write ahead, but I wanted it to be a surprise."

"Well, we were certainly surprised," said Luna, trotting up to Thor, "Come here, you big oaf." Thor and the two princesses came together in a big group hug, joined by (of course) Pinkie Pie.

Twilight breathed a sigh of relief. "Next time, don't just enter our atmosphere with a giant spaceship, it scared the hay out of us. We thought it was some kind of alien armada."

"Oh come now, Twilight, that was hilarious!" interrupted Discord, laughing, "The way all you ponies were running around like maniacs. That's a practical joke I've gotta try out later, that's for sure."

"I won't, I promise," Thor laughed, "Don't get any ideas, Discord. Anyway, I didn't come alone, of course." He beckoned behind him. From out of the ship stepped a dark-skinned man wearing worn armor, carrying a large sword.

"Heimdall!" exclaimed Celestia, "It's been ages! We missed you!"

"It's good to be back," answered Heimdall, his bright brown eyes gleaming with a certain kind of calmness, "Princess Celestia. Princess Luna. You both look well."

Next came a woman wearing a form-fitting suit of ivory colored armor, with a long blue cape. "Um, hello," she said, waving, "My name is Brunnhilde...you can just call me Valkyrie."

"A Valkyrie!" said Luna, clopping her front hooves together with joy, "Fascinating! Odin told us tales of them!"

Another massive humanoid followed, though this one was different, as the body was composed entirely of rocks. "Hey mates," he announced, in a voice that was far more calm and serene that one would've expected, "I'm Korg, nice to meet ya." Twilight blinked, surprised at this newcomer.

Korg was followed by another gigantic figure, though this was far more recognizable. And muscular. And green.

"Doctor Banner?!" exclaimed Fluttershy, hovering a few feet off the ground.

"No Banner, only Hulk!" growled the green giant. Fluttershy flinched, and the Hulk seemed to rethink himself, stepping back and holding his massive palms close to his chest, unsure what to do with them. Fluttershy could only watch, filled with shock at seeing the friend that had run away from them, supposedly forever, only to come back, apparently trapped in this raging form.

Nobody moved for a couple more seconds, as Thor seemed to be expecting somebody else to exit from the depths of the ship, but no one did. He looked inside, confused.

"Come out," he called into the darkness.

"I won't," came a voice. Luna's ears perked up.

"Come on, why not?"

"You bloody know why."

"It'll be alright, just come out."

"I'm not."

"Okay, that's it." Thor stomped into the ship.

"Hey, what are you-OW! What are you doing-"

Thor came back into view, pulling a very familiar figure by the ear. He tossed the person forward, to land face-first in front of Luna. Luna's eyes drifted downwards, trying to comprehend exactly what was in front of them.

Loki propped himself up on his elbows, looking up and seeing the Princess of the Moon. "Hey, Luna," he mumbled, trying desperately to look anywhere but at Luna's eyes.

"Loki..." Luna whispered, as though afraid to break something, "You're alive..."

"Loki!" exclaimed Discord, teleporting himself next to the black-haired god and wrapping his lion's paw around Loki's neck, "Ah, it's been so long! You always were my favorite Asgardian! You were the only one who wasn't a complete stick in the mud!"

"Shove off, Discord," Loki growled, pushing the chaos spirit away from him.

"Um, what's going on?" interrupted Starlight Glimmer, "Could we get some context, please?"

"Everypony, meet my younger brother Loki," said Thor, "God of Mischief with a penchant for faking his own death. Something that's caused a great deal of friction among us."

"Oh, dear. Awkward!" sang Pinkie and Discord at the same time.

Nobody moved for a few seconds, as the uncomfortable mood seemed to hang in the air over them. Loki looked as though he wished the ground would open up and swallow him whole. Discord looked as though he might be considering granting that request, until a glare from Fluttershy caused him to rethink it.

Meanwhile, the interior of the ship seemed to stir. Twilight looked inside, noticing that there were many more passengers than those who'd introduced themselves. They all looked Asgardian, wearing fine clothes, but very few looked to be warriors.

"Um, Thor?" she started, "What's going on?"

"Well...er," stuttered the thunder god, as though unsure of exactly how to approach this, "Asgard has been...destroyed. This is more of a refugee vessel than anything."

"WHAT?!" Celestia yelled, causing everyone to cover their ears as the Royal Canterlot Voice reverberated throughout the area, "I mean, er...why don't we all go inside? I'm sure we've all got a lot to talk about. Royal Guard, you may resume your duties."

* * *

"So, let me get this straight," said Celestia, gesturing wildly with her hooves, "Not only did you have an older sister who Odin hid from you your entire life, but she was the ruthless Goddess of Death, she crushed Mjolnir like it was a leaf, and you had to actually destroy Asgard to stop her?" The two were seated in Celestia and Luna's throne room, joined by Luna, the Elements of Harmony, Loki, and Heimdall.

"Essentially, yes," replied Thor, "It was a nightmare, unleashing Surtur like that, but we had no other choice. Asgard is gone."

"Oh Thor, I'm so sorry," insisted Celestia,, laying a hoof on his knee, sympathy fully visible in her voice, "You just lost your father, you lost your hammer, you lost your home..."

"Yes," Thor continued, "But Ragnarok has only destroyed the place of Asgard. The people remain, and I remain their king. I fully intend to find a path for those who remain."

"Yes, there were quite a few refugees on that ship," Celestia said, nervously dancing around the subject matter, "Of course, Equestria will help out in any way we can, you know, whatever we can do-"

"You don't need to tread on glass with me, Celestia," Thor interrupted her, "I understand, Equestria can't support all of the citizens of Asgard indefinitely. I never planned on asking for it. In fact, we were on our way to Earth, and Equis just happened to be on the way. My idea was that, perhaps using the space bridge, we could transport them to Earth a little easier, and find a new refuge for them."

Celestia breathed a sigh of relief. "Good thinking," she replied, "With all the political debacle about the Avengers on Earth, maybe it would be best if you didn't just fly in with a ship full of refugees."

"This was a wise decision on your part, my king," said Heimdall, bracing his sword against the floor, "We thank Equestria for any aid you may offer us."

"Glad to offer it," replied the solar alicorn, warmly.

"Oh, please," Loki grumbled under his breath, "As if you hadn't brown-nosed him enough already."

"Loki!" Thor reprimanded him, and everybody present in the room glared at him. Loki shrank back, already regretting what he'd said, but the damage was done. Luna sighed quietly, getting to her hooves and walking out of the room.

"Luna, wait!" Loki called out, but she ignored him.

"Go after her," Thor prompted him. Loki might not have been listening, but it didn't matter at that point, as he followed the lunar alicorn anyway.

"I can't believe he was alive all this time," Celestia mumbled, incredulous at the thought, "And pretending to be Odin! The Loki I knew was mischievous, but never on that level! How could he do something so thoughtless?"

"It's hard to grasp how much he's changed, I know," Thor admitted, with sadness creeping into his voice, "Still, even after everything he's done, there is still hope for him."

"You truly believe that, my king?" asked Heimdall.

"Mother did. Perhaps, in his last moments, so did Odin," Thor answered, simply.

* * *

Loki hurried after the Princess of the Night, her starry tail making her easy to spot as he rushed through the castle halls. "Luna!" he called after her, "Luna, we need to talk!"

"What's there to talk about?" replied Luna, a touch of bitterness creeping into her voice. Loki grunted in annoyance, frustrated with where this was going.

"Luna, please!" he demanded, "If you let me explain-"

He'd said the wrong thing. Luna whirled on him, shoving her face directly into his own, her horn sparking with loose magical power, prompted by built-up emotions. As she glared at him, Loki swore he could see the tips of teardrops in her eyes.

"Explain?!" she shouted, nearly reaching Royal Canterlot Voice levels, "Explain what?! Explain that you were too busy having fun posing as your own father?! Explain how you decided to let me think you were dead, that I'd missed my last chance to see you?!"

"He wasn't my father," Loki grumbled, prompting Luna to slap him across the face with her wing.

"Oh, that's rich. Thor told me all about this 'adoption' complex you seem to have taken on, refusing to associate with those who raised you, loved you, cared for you, as family. Even though that's practically the definition of family! How could you let yourself go so far that you'd try to slaughter an entire race? That you'd try to conquer Earth? That you'd let everyone mourn you while you stood in the shadows laughing at them?"

"You don't understand it!" Loki shouted back, allowing his pent up frustration to boil to the surface, "I was raised my entire life to believe that frost giants were the scum of the Nine Realms. Then I learn I am one, and suddenly I know why Odin favored Thor above me! You don't know what that's like!"

Luna didn't respond for a few seconds, merely glaring at Loki while she waited for him to realize the logical flaw he'd stumbled into. It didn't take long for it to happen, as Loki paled and shrank back.

"For your sake, I'm going to pretend you didn't say that," Luna huffed, angry, "After all, I didn't spend one-thousand years in the moon for nothing."

"Oh, I forgot," Loki snorted, "You've decided to be Celestia's personal lap dog. The Luna I knew actually stood up for herself. And you accuse me of changing."

"Is that really how you think?" Luna demanded, "That becoming Nightmare Moon was just 'standing up for myself?' Then you're a bigger fool than I ever could've predicted. Was trying to conquer Earth, trying to murder your own brother just 'standing up for yourself?' How could you be so delusional?"

"How is what I did any different from what you did?!" Loki shouted.

"I never said it was. But there's one difference between us now, Loki. I repent for my crimes."

With that, Luna turned on her hoof, stomping off into the distance, and nothing Loki could say could coax her to come back.

* * *

Fluttershy paced around nervously, unsure of exactly what to do. Twilight and the others had engaged Korg and Valkyrie in conversation, but she only had eyes for one being among Thor's company. The Hulk sat quietly on the bare grass, not bothering to look at anybody or anypony, merely looking like he was frustrated.

Upon the green giant's appearance, Fluttershy had been shocked. Not because the Hulk had spoken, she knew he could do that. But because he had specifically declared that Banner wasn't there. It actually scared her a little. Thor had said he'd found Hulk on an alien planet called Sakarr that he'd somehow reached after his impromptu flight from the Avengers Compound. But apparently, Bruce had been the Hulk for ages over there, and Hulk had asserted himself more and more. Fluttershy grew nervous, wondering if Banner had somehow been erased from their shared mind. She couldn't help herself. She had to know.

Climbing to her hooves, Fluttershy trotted over to where the Hulk sat. She knew he wouldn't harm her, so at least she felt at physically safe, as she reached up and prodded his massive bicep with her hoof.

"Um, Mr. Hulk?" she asked, tentatively. Hulk rotated, his giant face staring down at her. "Could I talk to you? I-if that's okay?"

Hulk didn't say anything, merely nodding in response.

"W-well, if you don't mind me asking, why are you...why-"

"Green?" Hulk replied, sounding somewhat somber, "Pony no need to lie. Hulk know that pony like Banner, not Hulk."

"That's not true!" Fluttershy protested, surprised by the turn the conversation had taken, "We love you! We don't just love Bruce! We-"

"No lie to Hulk, pony," said the green giant, with an air that declared the end of the current topic, "Hulk not stupid."

He turned away, and Fluttershy didn't have the heart to try and talk him out of it. She had managed to confirm a theory she'd had for quite a while now, though. She now knew for certain that the Hulk was just as troubled as Bruce Banner.

* * *

**Equis, Everfree Forest**

The Tree of Harmony. In the bleak and dark Everfree Forest, this mystical tree of crystal was a welcome bright spot. It sat quietly, its magical light acting as a guardian for all of Equestria, the Elements of Harmony glowing in their familiar locations. From the vibrant orange of Honesty, to the burning red Loyalty, the deep purple of Generosity, the calm pink Kindness, and the soft blue of Laughter, all the way to the powerful Element of Magic, the Tree of Harmony seemed to be the most eternal thing in all of Equestria. To gaze upon it was to gaze upon true power, and the ability to bring peace.

Suddenly, as though reacting to an invisible force, the Tree of Harmony pulsed. The white light it constantly emitted seemed to shimmer for a couple of seconds, before flickering on and off. The glows of the Elements began to react as well, flaring brighter than they normally did, as a wave of energy seemed to pass through them. Then, even as nobody stood around the see, the Elements began to shift.

The uneven apple shape of Honesty pushed outward, becoming more like a perfect circle, as something seemed to spawn in the center. Generosity glowed even brighter in the center, like the light of a flashlight. Laughter began to project what looked like legs on the outer rim, flailing where they stood. The middle of Loyalty collapsed inward, forcing the Element to take on what looked like an hourglass shape. The butterfly wings of Kindness seemed to meld together, and the intricacies of the markings became like those of fingers, clenching together. Finally, the six points of the Magic star seemed to fuse together, pushing downward and becoming more jagged.

Then, as quickly as the Elements started to transform, they stopped, returning to their original shapes. It was as though the shift had never happened.


	2. Chapter 2: A Day in the Life

Chapter 2: A Day in the Life

**Earth, New York**

Despite what most movies and tv shows tell us, car chases in New York City aren't all that common. Yet, this very moment, a van packed with criminals was on its way down the street, with several cop cars in close pursuit. What was especially interesting about this one was the red and blue figure swinging through the air, after the van.

Beneath his mask, Peter Parker groaned. All he'd wanted to do after school was go home and work on his chemistry essay, maybe tweak with the web fluid formula a bit more. Of course, some jerks had decided to rob a local Oscorp laboratory, stealing a bunch of chemical capsules for who knew what. Thus, here Peter was, chasing after them on a web line.

_Correction. Chasing after them while being shot at,_ Peter thought, as he felt another bullet whizz by his head, _Thank you, spider-sense._

Bouncing off of a lamppost, Spider-Man fired another web at the crook who was leaning out of the window, managing to tag the shotgun the goon was holding. With a quick yank, he pulled the gun out of the man's grip, and tossed the weapon onto the nearby brick wall, hooking it on with another blast of webbing. With another web zip, he dived forward, landing on the roof of the van.

"FYI you guys, this is a school zone!" he yelled, swinging down and across, crashing through the driver's side window. He clocked the driver and the passenger across the face with both feet, before reaching down and pulling the gearshift into park.

"Gee, that was eas-" he started to say, before that tingling of his spider-sense began to kick in again. He dived down to the floor mats, pulling the two unconscious thugs with him, as two bullets came flying from the back of the van, penetrating the windshield.

"Stupid goons hiding in the back," Spider-Man grumbled under his breath as he pushed open the door and crawled out onto the asphalt. With a quick jump, he came around to the back of the van, grabbed both of the doors, and yanked them off. Inside were the remaining three criminals, wearing black jumpsuits with purple goggles, armed with guns.

Spider-Man's fingers were faster than those of the crooks, as he activated the triggers on both web shooters, sending web lines to yank the guns out of the crooks' hands. With them disarmed, Spider-Man moved in to finish them off, only for one of the thugs to grab one of the stolen capsules.

_Uh-oh,_ Peter thought, remembering exactly what would happen if the contents were exposed to air without some kind of mitigating chemical.

The crook hurled the capsule at Spider-Man, who managed to snag the projectile out of the air, preventing it from shattering. Seeing their spur of the moment plan failing, the crooks grabbed more capsules, chucking them at Spider-Man in rapid succession. Peter, not wanting his skin burned off for obvious reasons, managed to securely catch every single one, even balancing one on the tip of his foot.

"Okay, this is getting a little old," he grumbled. Tossing the capsule in his right hand into the air, he jammed his fingers down on his web shooter, launching a sticky net that enveloped all of the goons at once, completely immobilizing them. Peter's hand managed to snap back to its original spot, catching that last capsule once again. Then he whipped up a small web sack, tossing all of the capsules inside safely.

As he finished mopping up the crime scene, the cops, punctual as ever, finally caught up to them.

"We'll take it from here, Spider-Man," said the lieutenant, a man apparently named Davis, according to his badge tag, "Thanks for the help."

"Always happy to swing by," replied Peter, jumping into the air and firing a web line, swinging off into the distance, "And thanks for not reading the Bugle!"

As he traversed across the rooftops of New York, Spider-Man took a few moments to reflect the course his life had taken over the past few months. First he'd been dragged into the Avengers' fight in Germany, then found himself on an alien planet populated by talking ponies, and then had to face off with his crush's father, who was actually a tech-based super villain. All in all, it was a lot to take in. But, after all this time, Tony Stark had told him he could consider himself a member of the Avengers, at least when he was needed. Peter smiled fondly as he thought about the adventures he'd lived through. He wondered if Aunt May would let him spend part of his summer vacation in Equestria. Pinkie Pie would probably love that.

Speaking of the Avengers, his phone (not his personal cell, but the private Stark International phone Stark had given him) rang from its spot in his belt. With a few more swings, Peter parked himself on the edge of a building, taking the phone out of his suit. It could've been Captain America, as he now had access to the number, but nope, the caller ID read Tony Stark. Peter answered.

"'Sup, Mr. Stark? Pinkie want me to help throw another party?" he asked, laughing as he thought of the pink pony.

"For the last time, you can just call me Tony," said the inventor on the other end, but his tone wasn't sincerely annoyed, "Anyway, I need to hold a little Avengers teleconference. Something's...come up with Thor and Equestria. Can you get somewhere you can access video chat?"

"Yeah, sure, let me get home to my laptop," replied Peter. He hung up the phone and started swinging his way home. What he didn't notice, unfortunately for him, was the small robot observing him from the side of another building. It had a round, spherical body, and eight, long, tentacle like legs. Almost like an octopus.

* * *

**Earth, Avengers Compound**

Tony, Vision, and Rhodey all sat around a number of computer screens, waiting patiently for all of the Avengers to pick up their phones and join the united call. Except for Thor and Bruce, of course. Tony'd instructed Friday to make sure this wasn't recorded, just in case Ross dropped by for a random check. Considering how badly they were butchering the rules of the Sokovia Accords, this was a smart decision.

Suddenly, screens began to light up, revealing the familiar faces of the various Avengers. Steve Rogers, ever vigilant, having once again donned his iconic Captain America helmet. Sam Wilson, styled in his Falcon goggled, smiling broadly at the sight of all his friends again. Natasha Romanoff, her hair now dyed a disguising shade of blond, but looking as fierce as ever. Wanda Maximoff, her eyes sparking with that familiar red light, making eye contact with Vision before flinching away, causing Tony and Rhodey to roar with laughter. T'Challa, royal and regal, as his Black Panther helmet dematerialized from his face. Clint Barton, doing his best to maintain the appearance that he was still retired, and failing. Scott Lang, smiling his same stupid smile, but keeping that charm he always carried. Hope van Dyne was crammed into the frame with him. Peter Parker, still wearing every piece of his Spider-Man costume except for his mask, sitting in his bedroom. Bucky Barnes, battle worn and wary, but still putting on a grin for everybody. Last but not least, Nick Fury, as gruff and hard as ever, staring through the screen with his signature glare.

"Welcome to the Avengers teleconference extravaganza!" said Tony, spreading his arms with the aura of a showman, "Glad to see you could all make it here! Now, first, I'd like the thank the Academy-"

"Tony," Vision interrupted him, "Could we please deal with the important topics?"

"Yeah, some of us are undercover," added Bucky, prompting a laugh from the others.

"I'm violating my house arrest just by being in on this call," said Clint.

"Okay, fine," Tony agreed, grudgingly, "Let's get the big stuff out of the way first. Twilight sent me a pretty detailed message. Thor landed a giant spaceship on Equis, and apparently Asgard itself has been destroyed because of his crazy older sister who was the goddess of death, who got released after Odin died. All of the citizens are now staying in Canterlot. Oh, and he found Bruce off on a far-away planet called Sakaar, but now he's stuck in Hulk mode. And Loki's alive, and hanging out with them. And...actually, I think that about covers everything."

Tony sat back in his chair, letting the others take in the news. Peter in particular had his mouth gaping open at the thought, Natasha was just staring at the screen in shock, and Steve wiped his head as he tried to process exactly what was going on. It was actually rather amusing to watch. Rhodey and Vision were the only ones who weren't stunned senseless, since Tony had told them everything beforehand.

"Well, out of all the places we expected Bruce to turn up, that wasn't one of up," Clint said, finally breaking the silence.

"How did he even end up there?" asked Peter, still looking rather shocked, "I mean, he was in a Quinjet, those things can't fly through space."

"We're not sure about that," replied Rhodey, "The only information we could've found was in the Quinjet's flight log, and according to Thor, Hulk smashed it. Besides, what's left is stuck on Sakaar."

"Stuck in Hulk mode?" Natasha chimed in, trying to keep her voice level, "How is that even possible? He changes back as soon as his pulse goes down."

"Something must've happened to him the last time he shifted," said Steve, "Maybe the Hulk is trying to assert his own will. Take control of their shared body. Tony, has Fluttershy spoken to Hulk at all?"

"A bit, and all she learned is that he is not a happy camper," said Tony, "On the bright side, he's not breaking everything in sight at the moment, so he seems to have learned some self-control."

"Loki's alive, huh?" said Clint, "Good. I've got a couple of arrows reserved for his eye socket."

"You might wanna take a rain check on that, Robin Hood," said Tony, "Thor's gotten pretty protective of him since the last time we met."

"Wasn't he the one who sent the aliens to New York?" asked Scott, "Shouldn't he be in jail or on death row or something?"

"It's...complicated, apparently," said Rhodey, "Though, if Thor expects us to buddy up with his brother, he's got another thing coming."

"Excuse me?" said T'Challa, speaking for the first time, "But isn't there something else we should be concerned about? Namely, all those homeless Asgardians? There's no way Equestria can support them forever."

"That's what Thor told us," replied Vision, "Apparently, he was hoping to use the space bridges to discreetly move them to Earth, and we could go from there on trying to find them some kind of permanent new home. Thor wants to establish a new Asgard on Earth. Of course..."

"We're gonna need a lot of land to do that," finished Bucky, "Stark, how much land do you own that you're not using?"

"Well, I've got a fairly nice plot in Oklahoma," replied Tony, "But I don't know if that's gonna be enough. There's gotta be at least a couple hundred Asgardian refugees on that ship. Nick, what do you think?"

"It's kind of a long shot, Stark," replied the one-eyed man, "Thor hasn't signed the Accords, and Ross will probably consider Asgardian refugees to be an attempt to exert his power over Earth, or some crap like that. Getting those Accords either repealed or modified is probably the best thing we can do. How's that going, by the way?"

"Not great," Tony admitted, looking frustrated as he did so, "Ross is blocking every attempt, and actively trying to push for the creation of some kind of UN crafted super hero team to replace the Avengers. It's ridiculous. If he finds out about Equestria, Rhodey, Vision, and I will be outlawed faster than you can blink."

"Our best option is probably to put our heads together with Equestria's," replied Steve, "Maybe we can reveal Equestria and try to convince people to accept them. From there, it'll be easier to accept Asgardians."

"Maybe," replied Tony, "Twilight wants us to come together for some sort of Friendship Conference where we can talk it over. Anybody not able to come?"

"Probably not us," said Hope, "We're working on quantum realm research."

"I don't know about my schedule over the next few days," said Clint, "But I'll see what I can do."

"You should probably use the Wakandan space bridge," chimed in T'Challa, "Even with us revealed to the outside world, it's still safer than the one in the compound."

"Great. We'll work out the specifics later," said Tony, "Now, do we have any other business that needs taking care of?"

"Well, there has been a rather large increase in robberies of scientific equipment," said Peter, "Especially from places like Oscorp. I've stopped a handful of them, but they just keep happening. Even worse, you remember that guy on the Staten Island Ferry, Mr. Stark? Mac Gargan? His gang name is the Scorpion? I just found out he somehow broke out of jail."

"That reminds me," said Steve, "You guys remember Georges Batroc, that Algerian pirate from the Project Insight fiasco? Sharon sent me a tip, apparently he got out of jail too."

"Two of our enemies breaking out of jail? A ton of scientific robberies? That's not suspicious at all," said Tony, resting his hand in his goatee.

"You think there's a connection?" asked Natasha.

"Not for certain, but possible," Tony replied, thoughtful, "Anywho, Twilight and I have to get out the details of this conference out of the way soon, and I've got something I'm working on. If there's no other business, then we're done here."

"Which present are you working on? The one for Pepper, or the one for Twilight?" asked Rhodey, laughing.

"What's he talking about?" asked Steve, suspicious.

"Nothing!" Tony interrupted, jamming his finger down on the "End Call" button. Ten screens faded to black as he got up from his chair.

"Why are you so against telling anyone about your presents?" asked Vision, puzzled, "There's no harm that can come from it."

"I want it to be unexpected," insisted Tony, "I want them to be surprised. Seriously, you know how bad Steve is at keeping secrets, especially after Equis. Applejack must be rubbing off on him."

"True enough," said Rhodey, "Though, I still don't understand. How are we ever going to get the UN to agree to help those Asgardian refugees? The second Thor shows his face, Ross is gonna try to force him to sign the Accords, or be banished off planet, or some crap like that. And how are we gonna reveal Equestria without that backfiring?"

Tony sighed to himself. It was true. Even after the discussion, they hadn't really come to any kind of practical solution.

"We'll just have to burn those bridges as we come to them," he admitted.


	3. Chapter 3: Something Wicked

Chapter 3: Something Wicked This Way Comes

**Earth, New York, The Sanctum Sanctorum**

One thing Dr. Stephen Strange took great pride in was his ability to consider the unorthodox ways in which he could utilize his skills. This had frequently come into use during his time as a neurosurgeon, salvaging a lot of operations that many doctors wouldn't have even attempted. Now, in his new line of 'work,' Strange busied himself looking for new and creative ways to use his magical abilities. On a planet that constantly needed defending, it was a must.

Today in particular, he was busy attempting to form some sort of scrying spell, trying to scan the world for the use of dark magic. Even with Kaecillius gone, there was still the chance for people to channel magic from the Dark Dimension, or some other source of evil magic, and he needed to find some way to discover it before it got out of hand. He flipped through the current text he was reading, _Advanced Scanning Spells,_ looking for the best way to expand his magical detection spell.

A sparking portal of eldritch magic came into being next to Strange's head, as a small pile of books dropped directly onto his head, knocking him out of his concentration. "Wong!" he protested, sticking his head through the portal.

Wong laughed quietly to himself, stepping through the portal to meet with Strange directly. "We'll call that payback for the whole library incident," he said, "In all seriousness, Stephen, are you certain you're ready for this kind of spell weaving?"

"Have I been wrong about my capabilities yet?" Strange asked, holding open a book with one hand, and form a Tao Mandala on his other, "Besides, my previous scanning spell worked to detect Loki's presence on Earth, didn't it?"

"True," agreed Wong, "Still, I think you should let me do the heavy lifting. I've been a sorcerer longer than you have, after all."

"Okay, we'll do it together," Strange acquiesced.

The two mystics took their places, standing directly across from each other, their hands glowing with eldritch magic. Wong waved his hand in a circle, forming a holographic projection of planet Earth. Strange added his own magic to the equation, forming a golden circlet around the planet.

"First, let's look for uses of Dark Dimension magic," said Wong. He made a sign in the air, the same sign that had appeared on the Ancient One, the sign of Dormammu. "If anybody is drawing power from that cursed place at this point, I don't know what to believe anymore."

"Let's just hope Mordo hasn't gone rogue or anything," replied Strange, keeping his voice level, but secretly nervous. The last time he'd faced Dormammu, he'd had to die hundreds of times. He wasn't sure he could survive going through that again.

Strange's golden aura enveloped the projection of Earth, diving down into the planet projection and beginning to probe. The golden light seemed to touch every single corner of the Earth, slipping into cracks and plundering every depth it could reach. The symbol of Dormammu shimmered in the air, pulsing as the spell searched the planet for that particular magical signature. After a few minutes, the light retreated, leaving the Earth illusion the same as before.

"It seems our search is negative," said Strange, unable to keep the relief out of his voice, "So now we look for signs of unauthorized magic?"

"Not necessarily just unauthorized magic," said Wong, "The Ancient One has followers all over the planet. We could easily get a large amount of false alarms searching just for magic outside of the sanctums."

"So what, we look for other kinds of magic? The way we found Loki?" asked Strange.

"Yes. Those utilizing magic outside the Ancient Ones faction will be easier to find." Wong made another series of signs in the air, prompting Strange to cast the searching light again. "Let's begin."

Strange nodded, and with a thrust of his hands, prompted the scanning spell to begin once again. The magic washed over the globe, once again searching every nook and cranny it could reach. Every continent was scanned, and every country was probed.

Strange's attention was suddenly attracted to a small glowing, golden dot that had suddenly appeared in the middle of Europe. He reached forward to touch the dot, prompting it to pulse where it sat, sending a tingle down his arm.

"Hey, Wong," he said to his comrade, "Check this out. That look like a hit to you?"

Wong looked closely at the golden dot. "A possible hit," he admitted, "Let me take a closer look."

His fingers glowing with eldritch magic, Wong wrapped his hand around the glowing dot, closing his eyes as he did so. He hummed to himself, helping him focus, as he tried to channel all of the unusual magic being conducted at the location. Strange watched with interest, taking mental notes, making sure he would try this himself the next time they scanned the world.

Wong's eyes snapped open, and they were glowing. At first, they were a shade of poisonous green, but then a rainbow glow washed over them, covering his irises and pupils. Wong's entire body shook, and he stumbled backwards a few steps. He would've walked right into the wall in Strange hadn't sent the Cloak of Levitation over to catch him. Wong's mouth opened, and a stream of gibberish driveled out from between his lips.

"Wong!" Strange yelled, shaking his friend, "Wong, breathe! Focus on my voice!"

Wong took a couple of deep breaths, closing his eyes again. When he opened them, they were back to their normal brown orbs. Unfortunately, they were still filled with disbelief and shock.

"Dear Lord," he whispered, as though afraid to say anything out loud, "I've never felt power like this before."

"What is it? What did you see?" Strange demanded, impatient as always.

"I saw...someone's utilizing dark magic, but there's also magic of a kind I've never encountered," Wong confessed, holding his shoulders, "It's magic not of this Earth. It's coming from across the universe."

"What, you mean like aliens with magic?" asked Strange, "How would that even work-"

"There's no time!" Wong insisted, getting to his feet. He opened a portal to the library and began pulling books out, throwing them into a pile. Strange looked down at them, noticing titles such as _Sling Ringing and You: How Transportation Magic Works._

"Wong, what're you doing?" he asked, puzzled at the sight, "What's going on?"

"We have to trace that magic to its origin, and warp to it," said Wong, "It could be a matter of life or death."

**Equis, School of Friendship**

Twilight Sparkle stepped up to the podium in the school lobby. Gathered inside were all of the students, including Sandbar and his group of friends, as well as their parents or guardians. Even Rain Shine, leader of the Kirin village, was present, having already come as an ambassador for her tribe to the school. Twilight had wanted every able-bodied individual she could reach here for this little announcement, and she had gotten it. She took a deep breath, before beginning to speak, looking over all of the various changelings, griffons, yaks, dragons, hippogriffs, and ponies.

"Every creature, I thank you for giving me your undivided attention," she began, magically amplifying her voice so that all could hear, "As I'm sure you are all aware by now, Canterlot is currently acting as host to the refugees of the nation of Asgard. However, as of now, Equestria is currently unable to provide long time sustenance for these Asgardians, and thus, we are working closely with the Avengers of Earth in order to come up with a proper solution. In two days time, Canterlot will be hosting the first 'Conference of Friendship' talk out a plan among all of Equis' citizens as to how we may help the Asgardians, and you are all invited. Any creature who wishes to contribute any helpful ideas may do so. We thank you in advance for your help."

Twilight was silent as a small round of applause went through the crowd. She smiled happily at the prospect of so many different beings coming together, all for the sake of helping a group of people who'd lost their home. To her, this was the ultimate power of friendship, and it was the greatest power in the universe. The applause died down, and the various creatures went out to begin preparations to attend the conference. At least, that's what Twilight hoped.

She stepped off the podium, joining her group of friends once more. "Cozy Glow, did you get all that?" she asked the pink filly, who was scribbling away on a roll of parchment.*

"Yes, Princess Twilight!" replied Cozy Glow, eagerly flipping the parchment around and showing Twilight's entire speech, copied, "It's all down for your records!"

"Thanks. And you can just call me Twilight," insisted the alicorn, igniting her horn and levitating the scroll into the air. She wound it up and sealed it, before passing it to Starlight. "Would you mind storing this with the rest of my records? Thanks."

"Not a problem," said Starlight, walking down the hall. Cozy Glow followed, eager as ever to help.

"Princess Twilight!" came a voice. Twilight and the others looked around, discovering Thor walking up to them from the back of the room. "I was impressed by your little speech. You clearly have great leadership capacity. And I once again thank you for your commitment to the cause of my people."

Twilight smiled warmly. "Thank you, Prin-er, King Odinson. Equestria will do whatever it can to help you and your people."

Thor waved his hand. "Just Thor is fine. There's no need for titles among friends."

"Then don't worry about calling me Princess Twilight." Thor turned to Spike. "I see your wings have finally grown in. I'm impressed, Spike."

"Thanks, Thor!" said the small dragon, proudly flapping his wings and coming to eye level with Thor, "They were a pain to get in, but now that I've had them for a while, they're actually pretty awesome."

"Ugh, such a sickening display," came another voice. Twilight, Thor, and the others looked over, discovering a pair of unicorns walking towards them. One had a pale gray coat, with a slick, black mane, a goatee, and a snooty red coat. He was all too familiar. The second was a slim mare, with a crystal blue coat, a tri-color mane of pink, purple and magneta wound up in a neat bun. "Honestly, Princess Twilight, if you were half the pony the Princesses claim you are, you'd be ashamed of yourself."

"Chancellor Neighsay, that was a very unkind thing to say!" Rarity scolded, glaring at the unicorn. Pinkie growled like an angry dog at him.

"Kindness is a virtue that cannot always be afforded, with all respect to the Elements," said the second unicorn. Her voice was just as haughty as Twilight anticipated, just from the look of her. "Sometimes, one must be blunt and merciless with one's words."

"And who are you that would declare this?" asked Twilight, facing down the mare.

"Abacus Cinch, Prime Minister of the Crystal Empire," announced the mare, "And don't think you are above my criticism just because your brother and sister-in-law rule the Empire."

Twilight flinched. She knew that name all too well from what Sunset Shimmer had written to her. She wasn't going to let Cinch know that, of course, but it was worth remembering exactly what kind of person/pony she was dealing with.

"Despite the EEA's disapproval, you continue to run this school, teaching Equestria's secrets of friendship to creatures who are not only unworthy of them, but may plot against Equestria," Neighsay continued, glaring Twilight in the eye, "And now you've gone and convinced the princess to go along with your ridiculous plan to aid these Asgardians, throwing away who knows how much pony aid for a species we don't owe anything. It's shocking."

Thor grunted, not even adopting an angry expression, instead appearing more annoyed than anything. "If you're trying to get a rise out of me, it won't work," he said, simply, "I already know the rest of Equestria is better than yourself."

"And might I remind you, Chancellor Neighsay," Twilight said, gritting her teeth and spreading her wings out, "That foreign aid is not your department. You have no say in the Asgardian situation. And neither do you, Minister Cinch."

"Perhaps not," replied Cinch, failing to even attempt to hide the condescension in her voice, "But our displeasure with this sequence of events will still be noted. And your corruption of our Princesses and our country's ideals will not go unpunished."

"Excuse me? Our corruption of the Princesses?" protested Rainbow Dash, flying over and getting right in Cinch's face, "First off, it was Princess Celestia's idea. Second, even if hosting the Asgardians was our idea, how is helping a homeless race of people a bad thing?"

"Yeah! An' what do ya mean 'We don't owe them anythin'?" snapped Applejack, glaring at Neighsay, "First, Asgard has done a lot for Equestria. King Thor here is a friend of the Princesses! Second, even if we didn't owe them a thing, why wouldn't we help them out of the goodness of our hearts?"

Neighsay huffed. "I wouldn't expect you foolish ponies to understand the intricacies of foreign relations," he huffed, "Especially when you're the ones encouraging our Princesses to such reckless behavior. Rest assured, we will have our say in this affair."

"You know, you two are beginning to test my patience," said Twilight, gritting her teeth, "And you and your hateful words are not welcome in our school. Now get out."

"Do not think this ends here, Princess Sparkle," snapped Cinch.

With that, the two unicorns turned on their hooves, marching out the door, throwing disdainful looks at every non-pony they passed on their way. They remained oblivious to the angry faces and gestures Twilight and the others sent after them. With a final pulse of Neighsay's horn, the door slammed shut behind them.

"I'm sorry about that, Thor," said Twilight, after she'd taken several deep breaths to calm herself down, "I've never understood what's wrong with ponies like them, how they can be so filled with hate for creatures who've never done a thing to them. It's shameful, and it reflects badly on Equestria."

"Don't concern yourself, Twilight," replied Thor, sympathetic to her cause, "It's not the first time in Equestria that Asgard has encountered those hostile to us for no good reason. Commander Hurricane, even after the unification of the three tribes, wasn't the kindest pegasus ever."

"I'm starting to regret playing the character in the Hearth's Warming play," noted Rainbow Dash, rubbing her head sheepishly.

"Oh, that reminds me," said Twilight. She trotted over to a large, decorative box she'd set up in the corner of the room. The box had once been beautiful, with gems implanted in the edges of the frame, and gold lining the sides, but years of decay had dulled the shiny surfaces, and it looked like moss was growing inside through the gap. Twilight ignited her horn, lifting open the box. "Princess Celestia was making this for you over a thousand years ago, but then Asgard and Equestria split up, and she never had the chance to give it to you. Since you lost Mjölnir, she thought this would be a good replacement. At least for a while."

From out of the box, Twilight levitated a heavy battle axe, and moved it over into Thor's hand. The axe certainly was a beauty, with a thick, curved blade the color of polished silver. Despite one thousand years of sitting alone, the blade's sharpness didn't seem to have diminished. The handle was bright gold, inscribed with lightning bolt runes, as well as a massive sun marking, Celestia's symbol, near the bottom. Thor held the weapon with both hands, marveling at the craftsmanship, and giving it a test swing with one arm.

"It's forged of pure, Equestrian orichalcum," said Twilight, "Sharper than any normal blade, never dulls. Not quite as unbreakable as your hammer, but still, you'd need to be pretty strong to break it."

"I'm not sure if I need it, given I can shoot lightning from my entire body now," Thor said to himself, "But it would be nice to hold a weapon again." He struck a pose, holding the axe with both hands. "From now on, this weapon shall be known as Jarnbjorn!"

Nopony spoke for a couple of seconds, merely staring at Thor with what could only be described as dull surprise.

Finally, Spike broke the silence. "Er, what?"

"It's old Norse," Thor explained, "It means Iron Bear."

"Iron Bear?!" Rainbow Dash replied, trying and failing to keep the laughter out of her voice, "Seriously?!"

"Hey, let's see you come up with a better name for a weapon!" Thor retorted, "You'd probably just name it Awesome McSlicer or something like that!"

"Or Blade Face of Death!" chimed in Pinkie Pie.

"Or Big Giant Pointy Stabber Thing!" said Twilight.

Everybody else started laughing over exactly which ridiculous name Rainbow Dash would choose for her weapon. The pegasus in question, naturally, was not amused.

"Hah hah, very funny," she quipped, "For the record, I would've come up with something way, way cooler than that."

"Sure ya would, Rainbow," laughed Applejack, "Anyways, Thor, is yer brother gonna be at that Friendship Conference?"

Thor looked down, a somber expression crossing his face. "I'm...not really sure about that. Loki's been having some trouble, especially since Princess Luna is still angry with him (not that I blame her, personally), and his history with the Avengers isn't the happiest. He was actually the first foe the Avengers faced as a team, when he invaded Earth. They probably won't be happy to see him, all things considered."

Twilight sighed to herself. "Well, I'm sure we'll think of something."

* * *

**Earth, The Raft**

To work as a guard in the Raft generally was considered an honor. The paycheck wasn't bad either. Of course, working in a giant super prison in the middle of the ocean wasn't without its drawbacks. You had to pretty much live out there, which most people agreed wasn't much fun. There was also the fact that you worked under Secretary Ross, who was pretty universally disliked, even among his own staff. He was a bit of a slave driver, and whenever Tony Stark put him on hold, he would fly into a rage. Other than that, life as a Raft guard was pretty quiet.

Unfortunately, that wasn't the case today.

A line of soldiers primed their guns, aiming them at the woman coming from the other end of the hall. Exactly how she'd managed to get this far in the prison, nobody could say for certain. What was certain was the area she was approaching, which held the Raft's first and longest-serving prisoner. Nobody was even allowed to go directly into his room, for fear of him breaking loose. This woman didn't seem to get the memo, though, as she continued her confidant strut towards the guards.

"Halt!" yelled the captain, "Surrender, or we will shoot you-"

"Oh, be silent, you pitiful mortals," laughed Amora, her hands sparking with green bolts of electricity, "Your comrades upstairs wasted enough of my time already."

That did it. The captain didn't even have to give the order, the guards just opened fire on Amora. A blizzard of bullets flew towards her, ready to punch holes in every inch of her body.

Or at least, that was the intent. Amora waved her hand lazily in front of her, conjuring up a green energy field that caught each and every bullet long before they ever came near her. The metal projectiles of death froze where they stood in midair, and with another flick of her fingers, Amora sent them tumbling to the ground.

The guards weren't willing to give up there, however. Holstering their guns, they switch to melee weapons, charging towards the woman with the batons raised high. Amora let out another amused chuckle as she snapped her fingers, summoning a ball of green electricity and tossing it forward. The ball morphed into a lengthy bolt, almost serpent like, before dashing forward and punching through the first guard's chest. It didn't puncture him, but the shock was the most painful feeling he'd ever experienced. It didn't stop at him either, continuing through his body to the next guard, then the next, then the next, as they all crumpled to the floor like rag dolls, leaving nothing between Amora and the doorway.

The Enchantress, making sure to stomp on each and every unconscious body in her path, took a moment to look at the security system. It was rather cutting edge, requiring not only two keys to be turned at exactly the same time, but also requiring the Secretary of Defense's retinal scan in order to open. Of course, it was all electronic, and therefore nothing to her.

Amora placed her finger upon the retinal scanner of the machine, drawing up her Asgardian magic. With a thought, a bolt of poisonous green energy zapped out of her fingertip, punching through the scanner and into the machine's inner workings. The entire doorway shook for a few seconds, as sparks flowed freely from the exposed circuits, before a distinct thud signaled that the door was unlocked. With a wave of her hand, Amora opened it up.

The room was rather small, barely ten feet high, naturally meaning that the cell's occupant was bumping the ceiling with his skull. Amora looked up to meet the creature in the eye. The beast was massive, with brownish-green skin, bones so thick they were pushing against his skin so that they were visible on the surface, his spine emerging from his back in the form of massive spikes, boney spikes sticking out of his elbows, and intense, furious yellow eyes. He was bound by massive metal clamps on both arms, both legs, one around his chest, and one around his neck. The neck brace was attached to a number of gears, giving it the ability to twist and snap his neck as needed. For this particular prisoner, this was vital.

"Emil Blonsky," said Amora, with her trademark flirtatious smile, "The Abomination. My employer and I been looking for you."

"What do ya want, lady?" growled the beast, glaring at Amora, "If you've come to offer me a job, or your boss sent you to offer me a job, forget it. I don't work for anyone."

"Not even to escape?" Amora replied, giving a mock pout, "Oh come now, Mr. Blonsky, don't tell me you enjoy this prison. You're caged, like some mindless beast. Why would you accept that, when you could be free to use your strength, to crush, to destroy?"

"Tried that," Abomination replied, "It didn't exactly work out for me, as you can plainly see. And don't bother trying to flatter me, it won't work. I'm not an idiot."

"Are you certain?" said Amora, a smile gracing her features, "Not even for another chance at...Bruce Banner?"

Upon her uttering that name, Blonsky's eyes snapped into focus. His teeth clenched, his muscles tense, and he began to shake with pure rage. Banner. Banner was the reason he was even in this hell hole. Banner, who didn't deserve the strength he'd been given, who had been too weak to truly use it, yet had beaten Blonsky in single combat.

"What do you want with Banner?" he growled, through clenched teeth.

"Well, to be perfectly honest, it's the Hulk who's the problem, not Bruce Banner," Amora replied, "Surely you of all people understand that. What we need is him out of the way. You are the only one who matches his strength. Wouldn't you like another chance to humble him? To crush his skull beneath your foot?"

For the first time in years, Abomination smiled. "Absolutely," he answered.

"Excellent," said Amora, waving her hands. Green magic trailed from her fingertips, squirming over the locks that held Blonsky prisoner. With a few clicks, the clamps snapped open, and the Abomination stepped down from his prison, free. Amora made a sign in the air, and a circle of orange sparks spread to reveal a portal.

"Now, let's meet my employer," she said.

* * *

***Remember, this is before School Raze.**


	4. Chapter 4: Masters of Evil

Chapter 4: Masters of Evil

**Earth, Latveria**

Dr. Victor von Doom was always the master of all he surveyed. Or rather, he should've been. Nobody on the planet was his intellectual equal. He'd mastered both science and sorcery to improve both, coming up with creations nobody before him had even dreamed of. And yet, Doom ruled one small European country alone, Latveria. It was a sham. If Earth's governments had any idea of how things should properly be run, they would've turned over all the power to Doom as soon as he'd appeared on the scene. Of course, those weak-willed fools would rather resist his rule, or call him tyrant than let him change things for the better.

Fortunately, Doom had been developing the perfect plan. A plan that would ensure that nobody had any choice but to obey his orders. The discovery of Equis had been a boon even he couldn't have predicted, yielding a new world filled with magic that could be used to his ends. And Doom would have that magic, no matter what it cost. There was only one obstacle standing in his way: The Avengers.

Once again, the Avengers were arrogant enough to presume they knew what was best for the world. That they alone could put the Earth on its proper path. In reality, they were doing nothing more than coddling humanity, ensuring they never had to face any difficulty whatsoever. Still, despite their foolishness, they were a powerful group of warriors. If Doom were sloppy or careless, they could easily dismantle his plans. They already done so to so many would-be conquerers of the world. Doom didn't intend to be like any of them. He would crush them, grind them beneath his feet, and stop them before they could do any real damage.

Dr. Doom turned on his heel, facing the room filled with the warriors he'd assembled. These were the counterparts of the Avengers, those who could defeat those would-be heroes at their own game, ensuring that the pests wouldn't get in Doom's way.

First, there was Otto Octavius. Once a nuclear physicist of some renown, Octavius' career had come crashing down around him after an accident in handling radioactive materials. Octavius' harness of metallic tentacles, designed as tools to aid in experiments too dangerous to touch with bare skin, had fused to his body, enabling him to mentally control the tentacles as easily as his human limbs. Doom had found him, attempting to continue his work without any kind of government approval, the accident having obviously damaged his brain. Octavius now sought scientific advancement with no moral qualms, utilizing his new limbs as weapons against any who'd get in his way. Doom had promised him all the laboratory work he could ever desire, and Otto had readily agreed to whatever he wanted. As far as he was concerned, the world could burn as long as he got his research, and that made him perfect for Doom's purposes.

Amora, the Enchantress. Once a powerful Asgardian sorceress, Amora had been forced into exile due to the ways she used her magic, bringing down some, torturing others, and generally using it only to get her way. She'd apparently even clashed with Thor before his visit to New Mexico. Unlike most of his new employees, Amora had sought Doom out herself, looking to exact revenge on Thor and Asgard. Her home was gone, unfortunately, but that didn't mean she couldn't still wreck havoc on Thor's life. She could probably do more now that he was king. Doom immediately saw the value in having another magic user on his team, even as he kept a close eye on her, in case of betrayal.

MacDonald "Mac" Gargan, known on the streets as the Scorpion. He'd developed a long and somewhat impressive criminal record, even if he was little more than a brute. Ultimately, Gargan was willing to follow orders, as long as there was something in it for him, be it money, or something a little more personal. His recent grudge against Spider-Man only made him more suited to Doom's purposes. Genetic enhancements had given him the proportional abilities of a Scorpion, the natural enemy of spiders, and he was equipped with a state of the art scorpion battle suit, armed with pincer claws, and a massive tail armed with a laser. He would be more than a match for the spider, as well as many of the Avengers.

Herman Schultz, reluctantly accepting the codename the Shocker. Once an employee of Adrian Toomes, he'd been arrested and sent to prison thanks to the efforts of Spider-Man. Doom had retrieved his gauntlet weapon, forged from the Avengers battle of Lagos against Brock Rumlow, and created a second, giving them the ability to shoot lethal electric blasts. Unlike his former boss, Schultz was more than willing to take revenge on Spider-Man, and was willing to serve under Doom to do it. A natural fit for Doom's team.

Georges Batroc. An Algerian pirate of some renown, his reign of terror was brought to an end when he was hired by Nick Fury for a cover up mission to retrieve data related to Project Insight. Batroc had been easily defeated by Captain America, and ever since, had been nursing a particularly furious grudge. Doom had released him from prison with the promise that he'd get to kill the Captain himself, a promise Doom did intend to keep. To aid him in this goal, Doom had provided a power boosting exoskeleton that Batroc wore underneath his clothes, giving him sufficient strength to lift cars, and leap great distances. All too easy to persuade to Doom's cause. Batroc hadn't even asked for payment, merely demanding the chance to kill the Captain.

Once known as Emil Blonsky, now only called the Abomination. Once an ordinary soldier, transformed first by one of Thunderbolt Ross' attempts to replicate the famous super soldier serum that created Captain America, then by the same treatment that turned Bruce Banner into the Hulk. He was forever trapped in his monstrous form, but he didn't seem to mind. He'd achieved the power he'd craved, the only thing left was the chance for a rematch against the Hulk. And this time, Blonsky wouldn't rest until he'd slain the green goliath. Another willing participant in Doom's army, only desiring revenge. Perfect.

Barney Barton, brother of Clint Barton, having chosen the name Trickshot. His brother's virtual equal in the field of archery, Barney had grown up alongside Clint in the circus, utilizing their impressive skills to dazzle the crowd. However, over the years, Clint and Barney had grown very different ideologies and beliefs. Barney had begun stealing money, later setting himself up as a mercenary/assassin for hire, while his brother had gone on to work for Shield. Clint had previously faced off against his brother on an assignment, and now presumed him dead. In reality, Barney had simply retreated to the depths of the underworld, biding his time until a chance to take his brother down surfaced. Doom was more than happy to supply that chance.

Yelena Belova, who claimed to be the true Black Widow. Like Natasha Romanoff, she'd been raised and trained in the Red Room to be the ultimate spy and assassin. Once a valued member of the KGB, she was forced into the mercenary life once her superiors had selected Romanoff as the superior Black Widow, something she consistently resented the other woman for. In addition, Romanoff's defection to Shield had caused the KGB to fall on hard times, so that they wouldn't even consider recruiting Yelena back to their fold now. Left with nothing else besides the prospect of revenge on the woman who she believed had taken everything from her, Yelena readily accepted Doom's offer, promising to kill or break the Black Widow.

Boris Bullski, codenamed Titanium Man. Bullski was another agent of the KGB who'd fallen from grace, particularly after the loss of the Black Widow. He'd deserted his home country, working odd jobs here and there, desperately searching for some reason to exist. The rise of the Avengers had only infuriated him, as he'd wanted to rule and govern from his own position of power. The Avengers wasted their talents by coddling the world instead of grinding it under their boots. Bullski had come to Doom himself, hoping to be part of an anti-Avengers task force. Doom had granted his wish, giving him a massive suit of green titanium armor to rival Iron Man (though not as sophisticated as Doom's own armor, of course). The task of taking down the Avengers would be one Bullski relished.

Chrysalis of Equis. Once queen of the changeling hive, she'd now been forced into exile thanks to the efforts of Twilight Sparkle, Starlight Glimmer, and all their various friends continuously ruining her plans time and again. The changeling empire, formerly hers to command, was now under the control of Thorax, and the changelings were sharing love amongst each other instead of consuming it. Really, Chrysalis had nowhere to go but to serve Doom. She had slowly grown more accustomed to her role, the thought of sucking Twilight and the others dry of love keeping her going through the day, the thought of revenge keeping her satisfied, even as Doom used magic to keep her from starving for love.

Garble, a young dragon of the tribe. Though little more than a bully, Garble had found himself impeded by the pony raised dragon, Spike, and his stupid pony friends far more often than he should've. He'd had Flash Magnus' shield stolen from him, as well as stopped from winning the Gauntlet of Fire, which would've won him leadership over the dragon tribe, and the chance to finally guide dragons back to their former glory. But no, it had all been stolen by Spike and Ember. Garble could only fume at the injustice of it all. When Doom had come to him, promising to eliminate Ember and instill Garble as ruler of all dragons, he'd been in no position to refuse. The hatred for Spike, and for ponies in general, boiled in his veins like fire, and Garble would gladly burn them, or the Avengers, if he had the chance.

Wind Rider, former Wonderbolt, as well as former holder of the Mustang Marathon speed record. Though formerly a decorated, if retired, Wonderbolt, Wind Rider had found his world falling apart after he'd framed Rainbow Dash for a crime after she came near to breaking his record. Thanks to the efforts of Rarity, Wind Rider was exposed, and dishonorably discharged from the Wonderbolts. Since then, his fame in ruins, Wind Rider had turned to martial arts as a way to vent his rage and boiling hatred towards Rainbow Dash, along with the other Elements of Harmony. In his mind, they were leeches on Equestria society. The only reason his consequences were so bad were because he'd gone after one of the Elements, who were so coddled by ponies everywhere they practically had everything handed to them. Doom, after careful research, had found him punching a bag with Rainbow Dash's face in his apartment, and made him an offer he couldn't refuse.

Chancellor Neighsay, head of the EEA, and a once trusted associate of Princess Celestia and Princess Luna. From the time he took office, Neighsay had instituted a ponies-first policy in all areas of education, even at the expense of other creatures. Princess Twilight's School of Friendship, still operating despite all his efforts, filled Neighsay with fury at the equal treatment it gave to other creatures, allowing them to learn the inner workings of Equestrian friendship and harmony, something he was convinced belonged to ponies and ponies alone. Slowly, he'd convinced himself that Princess Celestia and Princess Luna, mares he'd looked up to his whole life, couldn't possibly endorse Twilight's policies of their own free will. He knew that Twilight must've brainwashed or corrupted the Princesses somehow, and he intended to set it straight. Doom had promised him that Celestia and Luna would see the light once again, after his plan was completed, and Equestria would keep its autonomy in Doom's new world order. Despite Neighsay's dislike for the human species, he agreed.

Abacus Cinch, Prime Minister of the Crystal Empire. Like Neighsay, Cinch had been frightened by the changes being made to Equestrian law and policy, and became convinced that it was the influence of Princess Twilight and her friends, destroying tradition and transforming Equestria into only what they believed was best, never mind what other ponies believed. Neighsay had suggested she would make a useful ally, and Doom had agreed, inviting her to their little group. Neighsay and Cinch had been his most valuable spies in the Equestrian government ever since.

The Sphinx, legendary among Equestrians, and particularly famous in the village of Somnambula. Once facing the pony of the same name, the Equestrian Pillar of Hope, the Sphinx had faced her first real defeat at Somnambula's hooves, and was forced to flee in humiliation. Now, over one-thousand years later, the Sphinx continued to be hunted by Equestria's Royal Guard, who planned to imprison her in Tartarus. Even worse, she'd learned that her most hated enemy had escaped from Limbo, and now lived among modern ponies, happy and safe. The Sphinx, enraged as Somnambula, and the ponies that set her free, had willingly joined Doom's team, eager to regain her power.

Ahuizotl, arch nemesis of Daring Do. Eternally searching for the power to rule Equestria, Ahuizotl had come so close in the Fortress of Talacon, leaving his hated enemy to drown and attempting to use the Rings of Scorchero. However, the Elements of Harmony had arrived on the scene, and not only freed Daring Do from certain death, but removed the rings and prevented him from gaining the power he so desperately craved. Infuriated, Ahuizotl swore revenge not only on Daring Do, but on the Elements of Harmony as well, and joined Doom's team for that very purpose. Daring Do would no doubt attempt to get in the way, something he looked forward to.

Finally, Cozy Glow, a student at the School of Friendship, and one of Twilight's assistants at said school. Despite the friendly, innocent child look she put on for other ponies, in reality, Cozy Glow was a scheming manipulator, willing to use other ponies as mere tools in order to accomplish her objectives. She'd taken Twilight's lessons on friendship and turned them on their head, seeing it as the path to real power, and wanting to take power in the school for herself. Along with Neighsay, she also harbored a hatred of non-ponies, hypocritically believing friendship wasn't in their nature. Chrysalis had learned of her true nature while spying on the school in disguise, and Doom had recruited her right away, using her as a spy on Twilight and the other Element Bearers.

Doom smiled beneath his metal mask as he looked down over his assembled team. True, they were hardly a perfect, well-oiled machine, considering factors such as Neighsay's hatred of Chrysalis and Garble, but they would get the job done. And when they did, nothing would stand in Doom's way as ruler of the world. Nothing.

"This is unacceptable!" roared Octavius, hurling an empty beaker at the wall, where it shattered into multiple glass shards, "Spider-Man prevented yet another shipment of my materials from getting through New York. I've lost more time and resources to that insulting arachnid than should be possible!"

"Now you know how I feel," remarked Scorpion, flexing the pincer claws on his armored suit, "Still, that just gives us more incentive to kill the little brat."

"So uncivilized," remarked Neighsay, staring condescendingly at the humans across the castle halls, "Lord Doom, how can you accept these buffoons into this group? Even among your species, they act mentally impaired."

Cinch opened her mouth, possibly to agree with Neighsay, but she didn't get the chance before two massive metal tentacles lashed out at them, slamming the two unicorns into the wall.

"I would choose how you refer to me more carefully, you four-legged stiffs," Octavius growled, "Or else I may decide to begin experimenting with pony biology."

"Enough," Doom called out, his deep, booming voice silencing all others, "Infighting accomplishes nothing. Octavius, let them down." Otto reluctantly obeyed. "Now, we address the next step in the procession of my plans. Cozy Glow, what's the status of Princess Twilight's Friendship Conference?"

"Oh, it's proceeding quite nicely, Dr. Doom," said Cozy Glow, smiling maliciously, "They're holding it tomorrow. Most of the Avengers will be in attendance, along with the Pillars, and leaders of every tribe united with Equestria. Dragons, changelings, yaks, hippogriffs, griffons, kirin, you name it."

"Ooh, is this where we take them all out at once?" asked Chrysalis, grinning with the joy of someone who was about to commit murder, "The chance to drain Thorax dry is just too tempting."

"Not to mention the Pillars," said the Sphinx, "I've waited a millennium for a chance to kill Somnambula."

Doom silenced the room once again with a wave of his hands. "The Friendship conference wasn't part of my original plan. However, the opportunity is simply too good to pass up. And with the other tribes in attendance, particularly the kirin, a plan begins to form. Neighsay, Cinch. I'll need you to cast a certain mind-altering spell."

"Certainly, Dr. Doom," replied Cinch, "We'll be attending the conference as well. We'll be in the perfect position to act on it."

"He's already aware," said Barton, sardonically, "But thanks for reminding him."

"Now, as for the rest of you," began Doom, "Here's my plan..."

* * *

**Equis, Twilight's Castle, Tomorrow**

The transport mirror shot out its familiar white beam of energy as Twilight jumped up in her seat. Rarity, Pinkie, Rainbow, Fluttershy, Applejack, Starlight, and Spike didn't react as she did, as they hadn't had their noses buried in a book for the past hour or so. The Crusaders had demanded to be allowed into the event, since they probably couldn't go to the conference. Even Lyra was there, absolutely needing to see Vision at least once before the conference. For Twilight, getting distracted by reading was almost second nature by now. However, she calmly levitated the book back onto the shelf, and trotted over to the portal. The vortex flashed blue, before opening up as Tony Stark stepped out, followed by Steve Rogers, Natasha Romanoff, Peter Parker, T'Challa, Vision, Sam Wilson, Wanda Maximoff, Bucky Barnes, and Nick Fury.

"Tony!" Twilight exclaimed, stretching her wings and flying over to the billionaire, who embraced the alicorn in a firm hug. Several additional hugs occurred around them, most notably initiated by Pinkie, who hugged every single Avenger at least once. Bucky, a little weirded out, nonetheless accepted her gesture of affection. Fury stood off to the side, not quite as friendly with the ponies yet, but he didn't mind. That is, until a certain pink pony bounced over and insisted on hugging him.

"So glad you could all make it, darlings!" said Rarity, as she nuzzled Natasha, making the spy laugh, "T'would be such a shame to hold this conference without you!"

"Ah, you know us," replied Sam, "Punctual as always."

"It is good to be back, though," said Peter, bumping his fist against Spike's claw, "I kinda missed this place."

"Well, we missed you," said Spike, flapping his wings until he was eye level with T'Challa, "What do ya think? Pretty cool, right?" He turned his back, showing the king his wings.

T'Challa's helmet dematerialized from around his head. "Impressive, little one," he remarked, shaking Spike's claw, "I'm glad you've come into them so well."

Rainbow, in the midst of getting noogied by Sam, noticed T'Challa's disappearing helmet. "Wow!" she exclaimed, managing to wiggle out of the Falcon's grip and fly over to T'Challa, "Since when could you do that?"

"Since he upgraded to the nanotech suit," said Tony, tapping the arc reactor newly implanted in his chest, "I've tried it myself, it works out pretty well."

Twilight came back over to Tony, noticing the reactor. "So you had it implanted after all?" she asked, nervous, "How did Pepper take it?"

"Better than I would've expected," Tony said, looking a bit somber, but his mood brightened up as he flashed his new ring at Twilight, "We haven't set the date yet, but you'll definitely be invited."

"A human wedding?!" screamed Rarity, jumping up and down from sheer excitement, "Oh! So many ideas! So many wonderful ideas!" As she swooned, Twilight levitated over a nearby couch for her to catch her head.

"By the way, I brought you a little present, too," said Tony. He reached behind him, pulling out a pony-shaped mannequin with another arc reactor mounted on its chest, though this one was held by a necklace like apparatus. Twilight started at the object, as her jaw slowly dropped.

"You didn't..." she began, but couldn't finish.

"Oh, yes I did," said Tony, taking out an injector device. He placed the barrel against Twilight's neck and squeezed the trigger, causing a snapping sound and eliciting a sharp yelp from the alicorn.

"What was that for?!" she demanded.

"Control module," said Tony, as though it were the simplest thing in the world, "Now tell it to turn on."

Twilight looked at the mannequin, thinking "On" as loudly as she could. As she did so, nanites began to crawl out from the depths of the reactor, covering the mannequin like a swarm of ants. Circuits began to form, followed by shimmering armor, until the suit in front of her was complete.

It had similar designs to Tony's, but where his was red and gold, Twilight's was painted silver and purple. The armor even had extensions for her wings and horn, as the wings unfolded with a mere thought from Twilight. The mechanical wings were gorgeous, formed of thin metal sheets almost like feathers. The mask had two large, round eyeholes in it, more suited to a pony than a human, and even included a metallic sheath for Twilight's tail. In addition to the main arc reactor, there were multiple purple lights throughout the suit, containing various small mana batteries for extra juice.

"I call it Iron Sparkle," said Tony.

"I...I can't..." Twilight breathed.

"That. Is. Awesome!" screamed Rainbow, flying so fast she was practically bouncing off the walls, "Tony, you gotta make me one of those! I swear, if I could do a rainboom in one of those-"

"Slow down, eager beaver," said Tony, laughing at the sight, "That thing cost me a bundle as it is. I figured you wouldn't be too keen on the implantation, so I rigged up that necklace to you can take it off if you want. Friday's already set in there, so you won't be flying solo when you put it on."

"But...I...Tony, thanks, but I...I just don't know," Twilight stuttered out, looking at her new suit with something between awe and fear. She was delighted at the gift, of course, but also afraid of using it for real. The Iron Man suit, as fascinating as it was to her was also definitely a weapon, and Twilight wasn't exactly comfortable with weapons. She also wasn't sure of her ability to operate the more technical aspects of the suit.

"Don't worry," Tony assured her, placing his hand on her shoulder, "I'll show you the ropes of using the suit."

"Thanks, Tony," Twilight replied, a little more assured. As she looked at the billionaire, she could've sworn that, for a second, a deep purple glow seemed to invade his normal brown eyes. It was a familiar shade, though she couldn't quite place where she'd seen it before. However, the moment passed so quickly that she guessed she must've imagined it.

"So Ant-Man and Wasp couldn't make it?" asked Scootaloo, somewhat somber.

"Yeah, they had prior engagements," answered Steve, "But they promised they'd visit once they got the chance."

Meanwhile, Lyra was chatting it up with Vision and Wanda.

"So are you two officially together yet?" she asked, completely unprompted.

Wanda spewed out the drink she was taking, nearly soaking Vision completely. "I-kaff, kaff-Lyra!"

"Come on, it's so completely obvious!" said the unicorn, "Even Thorax could feel it!"

"We're...um, working on it," Vision answered, trying to placate her. He reached behind his cape, producing a handful of books on human anatomy. "Anyway, I figured you'd want these more than I would."

Fortunately for the two, Lyra completely forgot what she'd been talking about, squealing with joy at the sight of the books and grabbing them with her telekinesis. "OHMYGOODNESS I GOTTA READ THESE SO BADLY I NEED TO KNOW HOW HUMAN DIGESTION WORKS." She scurried off to read her new acquisitions, squealing all the way.

"Thank you," Wanda whispered, quietly gripping Vision's hand behind his cape. The synthezoid gave a small nod at the gesture.

"I don't mean to be rude," said Fury, "But don't we have a conference to attend?"

"Oh, right," said Twilight.


	5. Chapter 5: Come One, Come All

Chapter 5: Come One, Come All

**Equis, Canterlot**

The Friendship Conference was in full swing, at long last. Twilight Sparkle sat on the top of the steps up to Canterlot Castle, accompanied by Tony, Thor, Nick Fury, Celestia, and Luna, overlooking all the various species interacting with the Asgardians. The current plan, though flexible if needed, was for them to meet the refugees and get to know them, before everyone moved into the great hall of the castle, where they could discuss exactly how to help them.

"This was a pretty good idea," Tony admitted, staring over the massive crowd, "Certainly better than just dropping off on Earth with no prior warning."

"Hey, why do you think I decided not to do that?" Thor protested, but he knew it was good-natured teasing.

"I'm just grateful all the tribe leaders agreed to be a part of this," Celestia acknowledged, watching Ember and Thorax having a conversation with Heimdall, "With their backing, it was simple to convince every other creature to attend."

"Let's just hope we come out of this with some actually viable solutions," Fury muttered, as he itched those familiar scratches beneath his eyepatch.

Luna looked slightly offended by the comment. "Colonel Fury, whatever could you mean by that? We have so many minds here, we're bound to come up with something."

"I'm a realist, Princess," answered the one-eyed man, "There are a lot of options I've considered, but most of them just fall flat in the face of the facts. And in my line of work, people don't often come to me with ideas I haven't already thought of."

"Maybe you should have a little more faith, Nick," said Tony, smirking at the glare Fury sent his way, "After all, there are a lot of creatures here. They might surprise you."

Fury shrugged. "I've been wrong before, I guess. And don't call me Nick."

Thor glanced over by the majestic marble columns, where several attendees were hanging back from the crowd for their own reasons. There was Tempest Shadow, who he knew was still rather shy when it came to friendship, though she was currently engaged in conversation with Natasha. The Hulk was there, uncharacteristically quiet. Thor cringed internally, remembering what the green giant was going through. However, at the moment, Thor only had eyes for Loki, who sat by himself with his arms folded, sneaking glances at Luna when he thought she wasn't looking. Thor felt a stab of pity pierce his heart, even though he knew Loki probably would've been insulted by it.

"Don't bother wasting time on him," Luna interrupted Thor's thoughts, having followed his gaze, "He's just looking for attention."

"Luna, I know you're angry with him," Thor countered, "Believe me, I understand that better than anyone else here. But don't you think you're pushing it too far?"

"What are you talking about?" demanded Luna, "He tried to kill you. Several times! Then he faked his own death, and it's practically his fault your father is gone! It's his fault your sister escaped, destroyed Asgard, and poked your eye out! How can you stand by him after all of that?"

"I freely admit, I'm not proud of his actions," Thor replied, "And he has a way to go before making up for them. But he came back to Asgard to help me defeat Hela. There has to be some good in him. He wants to make up for it-"

"I refuse to believe this," Luna snorted. Turning on her hoof, she stomped off into the crowd, trotting towards Bucky. Thor sadly watched her go.

"Can't say I blame her that much," Tony muttered, "After the amount of crap he pulled on her, on you, on Asgard in general, what Loki did to Earth seems...you know what, never mind. There's no good simile there."

"I'm sorry, Thor," said Celestia, "But Luna feels betrayed by your brother. And betrayal is one of the worst things you can do to a pony. Or a person, but that's beside the point. I don't know what you could do to convince her."

"The biggest problem," Thor stated, "Is that Loki won't admit he was wrong. He's going to try and stand his ground on this issue for as long as he can."

"You sure he's rehabilitated?" asked Fury, "From where I'm standing, he seems like the same mischief maker he was before. Except he hasn't killed anyone yet."

"I'll figure something out," replied Thor, "I hope."

Twilight looked down somewhat forlornly. She may have been the Princess of Friendship, but she had no idea how to solve this problem.

* * *

At that moment, Loki was desperately wishing he were somewhere else. Thor had basically dragged him to this conference under penalty of sicking Discord on him (something Loki had experienced in the past, and had no desire to relive), and then left him to his own devices. It was infuriating. Not only was he surrounded by ponies, griffons, changelings, dragons, and other creatures he had absolutely no desire to befriend, but the Avengers were here as well, and they hadn't parted on good terms. _At least Barton isn't here,_ Loki thought to himself. Otherwise, he'd be dodging arrows.

Loki sighed to himself as he pondered his current life. He would've been lying if he claimed he wasn't happy to be back on Equis. He wasn't crazy about how touchy-feely ponies were, but the land was calm and peaceful, and the planet was admittedly beautiful. Here, he wasn't annoyed by the 'warrior spirit' nonsense that penetrated every inch of Asgard (though, with Asgard gone, that problem didn't look to be in his future). Most of all, of course, was Luna. Since they'd met at the first Asgard/Equestria alliance meeting, the two had been very close. Loki had nearly lost his mind when Celestia had banished her to the moon, and in a reversal of the norm, it was Thor holding Loki back for once. He'd hoped that when Luna's imprisonment was up, they'd see each other once again. Of course, that didn't do him much good now that Luna hated him.

Loki wiped his forehead, thinking over all the things he'd done that had earned him a cell on Asgard. Sure, trying to wipe out the frost giants was a bit of a knee-jerk, spur of the moment reaction, trying to conquer Earth was more spiteful towards Thor than anything, and faking his death, stowing Odin on Earth and taking over Asgard had resulted in the release of Hela, and by extension, the destruction of Asgard, but he didn't understand how to make up for it. What did Luna want him to do? She'd apparently been so easily forgiven after Nightmare Moon had finally escaped, but there was no way he was getting off that easy. Not even by pony standards. What was-

"Hey," came an oddly familiar voice. Loki turned around, finding himself face to face with Natasha Romanoff. The Black Widow was giving him her usual dark expression, nothing too threatening, but looking deep into her eyes, Loki could tell she wasn't pleased to see him. He groaned quietly to himself, having expected this since he joined this little event. Off to the side, the unicorn with the broken horn was watching them with interest.

"Hello, Agent Romanoff," said Loki, "I don't suppose you'd help me get out of this little party?"

"Not interested," Natasha answered, "No reason to tell you why, I'm guessing."

Loki sighed to himself. "If you're looking for an apology, forget it," he muttered, "I'm not interested. Go bother Thor or something."

"I didn't, believe me," Natasha snapped back, "I'm just here to let you know, we've got eyes on you. You so much as look at anyone funny, we'll be on you." She turned around, and began walking away. "Just because Thor's forgiven you, doesn't mean we have." She walked back over to the unicorn, reinitiating their conversation.

Loki rolled his eyes. Like he needed her to tell him that.

"Oh my. Looks like somebody's a bit of a party pooper," said a disembodied voice next to Loki's head. A popping sound was accompanied by a familiar draconequus materializing next to his head.

"Discord, please go away," Loki groaned.

"Come on, Loki, at least try to have a little fun!" Discord rambled on, wrapping himself around Loki's neck like a boa, "Even back in the old days, you were the only one who wasn't a total buzzkill. What say we get together and stir up this conference a little? You're not the god of mischief for nothing, you know."

Loki summoned both of his knives. "Begone," he muttered simply.

Discrod sighed. "Sheesh, who took all the fun out of you? Odin?" With another snap of his fingers, he disappeared.

* * *

Peter wasn't the best at gatherings involving massive numbers of people he didn't know. He'd gotten over a lot of his social awkwardness after becoming Spider-Man, but some of it still persisted. Ponies were rather social by nature, and it seemed like a lot of the other species on Equis were similar. Nervous about meeting any of them on his own, Peter had decided to hang around Captain America for the duration of the conference, hoping he wouldn't be forced into anything uncomfortable.

At the moment, the good Captain was in the middle of an extended conversation with most of the tribes' leaders. Thorax, Prince Rutherford, Queen Novo, Dragon Lord Ember, and Gilda the griffon were all talking to him, with Peter hanging back, listening to their words, wondering if he should jump in.

"I can't tell you what an honor it is to finally meet the heroes who saved Equis," said Ember, gripping the Bloodstone Scepter firmly with one claw, "We heard about the battle even over in the dragon lands, I bet you guys really were something."

"Avengers tough fighters!" shouted Prince Rutherford, prompting everybody present to cover their ears, "Like yaks! Avengers worthy of yak respect!"

"Thanks for the compliments, I guess," said Steve, taking a sip from his glass of punch, "Really, though, I should thank you for attending this conference. There's no possible way we could help all the Asgardian refugees on our own."

"Oh, it's nothing," replied Thorax, a trace of his old meekness creeping into his voice, "After all you guys have done, and all ponies have done for us changelings, there's no way we couldn't repay that debt."

"We haven't had a whole lot of contact with Equestria in a long time," said Novo, "We've been rebuilding our relationship over the last few months, and the chance to help out with this refugee crisis is too good an opportunity to pass up."

"Pretty much the same on our end," said Gilda, "We owe a lot to ponies, especially Rainbow Dash. Not that we dislike helping others, of course."

"Well, before we get to the conference, can I ask if you have any suggestions?" said Steve, "Not to pressure you or anything, I'm just curious."

"Well, we've been tossing over a couple of options," said Novo, "I know my daughter has some ideas that she wanted to throw out during the general conference. Some of us were considering bringing them to the sea kingdom we used during the Storm King's reign. Maybe we could use the pearl's magic to transform them into sea creatures, and they could just stay there for a while."

"Yakyakistan have plenty undeveloped land!" chimed in Prince Rutherford, "Yaks can take care of Asgardians."

"I don't know," Spider-Man said, speaking up instinctively, "From what I've been able to glean, your nations are all a lot smaller than those on Earth. Your ability to support them is probably diminished compared to any Earth countries."

Beneath his mask, Peter slammed his mouth shut, but it was too late. Captain America and all of the tribe leaders were staring at him, surprised at his unprompted jump into the conversation. It was making sweat drip down the back of his neck, meeting all these important figures. Even after all his adventures, he still wasn't completely comfortable with these kind of situations, even while masked. Peter briefly considered shooting a web and swinging off, but realized he probably wouldn't be getting away from these creatures for the duration of the conference. And when they did meet again, it would be even more awkward.

Captain America finally decided to break the silence. "Thanks for bringing that up, kid. Saves us a little bit of time for the conference."

"What's with the costume, though?" asked Ember, flying up to him, "Don't you want to at least take your mask off?"

"Well, um..." Peter mumbled, folding his arms in order to have something to do with his hands. He'd already unmasked in front of the Avengers, and they all knew his name, but for some reason he couldn't place, he was more nervous about showing his face to these leaders. There was no real cause for his anxiety, he knew that. After all, these creatures hadn't even seen a human before today, they had no standards to weigh against him. But still, he couldn't bring himself to do it. Mostly because he didn't want them to see the embarrassment on his exposed face.

"Maybe mask have important cultural purpose to human!" shouted Prince Rutherford, "No force human to remove if he not want to!" He compounded his statement with a hearty slap on Peter's back with one of his front hooves.

"Uh, thanks," Peter grunted, rubbing his back where he'd been smacked.

The tribe leaders returned to their conversation, leaving Steve and Peter to their own devices.

"You a little nervous, Spider-Man?" asked Steve, kind enough to avoid the usage of his real name, "There's no reason to be. You're one of us, you've got nothing to fear."

"I know, I know," Spider-Man answered, sheepishly rubbing his shoulders, "I'm just unnerved. I mean, fighting super-villains is one thing, but this is a big diplomatic event. I'm so nervous about saying the wrong thing, or some crap like that, or-"

"Hey, hey," said Steve, "There's nothing to worry about. You're a smart kid, and I'm sure you can contribute something. But if you don't wanna talk, nobody here's gonna force you to."

"Oh, good," Peter answered, relaxing again, "Thanks, Cap. This is such a big deal to Thor and all of you guys, I don't want to mess it up."

"You won't," Steve assured him, "You're a good kid, I know that by now. Tony wouldn't have let you come if he didn't think you were capable."

* * *

For the Hulk, not being on a smashing rampage was a definite oddity. It was also odd to see him out in the open for an extended period of time. Yet here he was, sitting on his rear, massive hands covering his knees in what might've been a somber expression. It was sort of surreal, seeing such a mighty figure in such a low position. Fluttershy, Tony, Natasha, and Pinkie were all standing together watching him, unsure of how or even whether or not they should approach him.

"I've tried to bring him into the festivities," said Fluttershy, her expression somewhat lost, "He ate some of the food, but he won't talk to anypony. He's convinced none of us really want him to be here."

"At least he's not angry," Tony quipped, scratching his head, "He's just sorta...depressed."

"Aw, poor guy!" said Pinkie, her mane deflating to its flat state ever so slightly, "But I bet if I whip up one of my super special Pinkie Pie-"

"Pinkie," Natasha interrupted, placing a hand softly over the earth pony's mouth, "I appreciate your enthusiasm, but I don't think big party stuff is exactly what is called for here."

"Well, what can we do?" asked Fluttershy, "He just seems to withdraw further and further inward no matter what we say."

"Let us try," said Tony, after a few seconds of deliberation, "He hasn't seen us in a while, maybe it'll help jolt him out of his funk." Natasha nodded her agreement.

The two walked over to where the Hulk sat, fumbling with his fingers.

"Hey there, big guy," said Natasha, looking up into Hulk's eyes, "How ya doin-"

"No lullaby," Hulk grunted, not even bothering to move his eyes from their current position, "Hulk just want to sit here."

"I wasn't going to..." Natasha insisted, but she faltered a little bit. She'd never heard the Hulk talk this way before. In fact, he'd never spoken more than a sentence or two in the time she'd known him. She placed a hand on the Hulk's massive arm, and he flinched away from her contact. "We just wanted to talk to you."

"You don't seem like you're having any fun," Tony chimed in, walking up next to him, "We don't want you to be excluded."

"Puny Avengers not want to talk to Hulk," replied the green beast, "Puny humans and puny ponies only want to talk to Banner. Hulk know Hulk not wanted. Thor drag Hulk away from gladiator planet where Hulk wanted. Now Hulk stuck here. Just leave Hulk alone."

"But we're your friends too," Natasha insisted, "You're part of Bruce, aren't you? You two are a team in one body. We love both of you." She looked directly into Hulk's eyes, even as the massive being tried to avert them from her. "Come on, can't you just give this party a chance?"

For a moment, the Hulk seemed to actually consider what she was saying. He shifted his gaze to Tony, who gave him a reassuring smile, hoping that would put some of his doubts at ease. Hulk mulled over exactly what was going on. True, these Avengers and these ponies had been friends to the Hulk, even fought alongside him. On Sakaar, the crowds may have cheered for Hulk, but nobody there had really known him, with the possible exception of angry girl, and she was here too. It didn't seem that bad...

"No," he eventually replied, "Just leave Hulk in peace."

Natasha sighed somberly, trying a couple more times to get Hulk's attention, but he wouldn't even respond to her anymore. Tony eventually pulled her away, reasoning that they weren't getting anywhere.

"What's happened to him?" Natasha demanded, even though she knew Tony didn't have any answers, "Why would he just shut down like this?"

"Well, according to Thor, his last shift back to Bruce was unwanted," said Tony, "Not to mention, he said that Hulk was talking way more on planet Sakaar. Maybe he was the Hulk for so long, the big guy's developed more emotions, and is actually getting smarter. He's learning things about us and everyone, and he's decided we were only Bruce's friends because we always forced him to change back."

"Well, maybe if he changes back..." Natasha rambled, "What if Wanda could-"

"I wouldn't recommend that," said Tony, "If he thinks we use him as basically a tool, and we only care about Bruce, changing him back now is not gonna help with those problems. Plus, his last experience with Wanda's powers wasn't exactly pleasant." He shook his head, resigning himself to the backlash from what he was about to say. "I hate to admit it, but maybe all we can do is leave him in his current state for a while. Let him see that we care about both of them."

Natasha opened her mouth to verbalize an angry retort, but thought better of it. After all, wouldn't she just be proving the Hulk's point by demanding that they change him back? "Okay," she finally admitted, "We have Asgardians to find refuge for, anyway."

* * *

Applejack checked the clock for what felt like the hundredth time that day. The actual conference part of the event was due to start in less than an hour, and they still hadn't arrived. It was enough to make her tremble on her hooves. They'd promised to be here, had something bad happened that caused-

"Applejack!"

The farm pony breathed a heavy sigh of relief at the familiar voice calling her from across the Canterlot pavilion. Turning around, she saw a large crowd of kirin, their antler like horns held high, Rain Shine easily standing out among them, led by a very familiar figure, making their way through the crowd. Applejack beckoned Twilight to join her, along with Star Swirl, who left his conversation with the other Pillars to welcome the new arrivals.

Autumn Blaze skipped across the concrete, enveloping Applejack in a tight hug, which the earth pony returned. "We made it!" she exclaimed, jumping up and down so hard her mane shook, "I've been looking forward to this for so long, and now the day's finally arrived, and you're here, and so are all these other creatures to talk to, and it's AWESOME!"

"Glad to hear it, sugar cube," said Applejack, "This is Princess Twilight Sparkle, and Star Swirl the Bearded. Guys, this is Autumn Blaze, the kirin me an' Fluttershy helped out a while back."

"Pleased to meet you," said Twilight, shaking hooves with Autumn, "We're glad you and the other kirin could make it to this event."

"Oh, believe me, it's my pleasure," said Autumn Blaze, her smile stretching almost as long as Pinkie's, "Please, tell me everything about yourself! And feel free to pepper it with weird little anecdotes and as many tiny details as you want!" She smiled again, staring at the alicorn with wide, unblinking eyes.

"Er, what?" asked Star Swirl, perplexed.

"Oh, right. You had that little fiasco with the Stream of Silence," said Twilight, "Well, I'm glad you don't have to live without your voices anymore."

"Stream of Silence?" said Star Swirl, "Haven't heard of that in years. I thought it would've lost its potency by now."

"Indeed, Princess Twilight," said Rain Shine, joining the conversation, "Your friends did us such a great service, we are forever in your debt. Helping you out with this problem seems the least we can do to repay you."

"Oh, don't worry about it at all," Twilight responded, "And please, just call me Twilight. There's no need for titles."

"Great!" replied Autumn Blaze, "Anyway, we're thrilled to be here, and we're looking forward to contributing to this whole Asgardian situation anyway we can."

* * *

Far away from the cross-species convergence, behind one of the great marble pillars, two pairs of eyes watched the kirin walk up to Canterlot's pavilion and introduce themselves, grimacing at the way Twilight greeted them.

"Look at her," Neighsay snarled, glaring at Twilight shaking hooves with Rain Shine, "Letting so many non-ponies into our midst. Sharing our secrets. Believing they won't stab us in the back the first chance they get. It disgusts me."

"I agree," replied Cinch, "But the kirin have finally arrived. The stage is set. We can begin."

"Excellent," said Neighsay, "Then-"

"Chancellor Neighsay? Minister Cinch?"

The two unicorns spun around, finding themselves face to face with Princess Celestia and Princess Luna, who'd been taking a walk around the perimeter of the plaza, and had noticed the two conversing.

"What are you doing here?" Celestia demanded, "You both made it very clear that you were against this conference from the beginning. Why would you attend?"

Neighsay took a deep breath. He'd hoped to get through this without being seen by the princesses, but that was impossible at this point. They'd just have to get it over and done with.

"Princess Celestia. Princess Luna," he said, keeping his voice respectful, "There's a lot going on that you don't understand. Princess Twilight has clouded your minds. Now we have an opportunity to correct that mistake, but it's not going to be pleasant."

"What are you talking about?" Luna demanded, irritated, "Twilight hasn't done anything to us."

"Yes, she has!" Neighsay retorted, but he managed to relax his voice before continuing, "I'm sure what we're about to do may seem harsh, but we have no choice."

Neighsay and Cinch ignited their horns, before touching them together. Within a second, a pulse of clear energy flashed throughout the entire area.

* * *

Applejack and Autumn Blaze were continuing their conversation, when the strange pulse of magic washed over them. The magic carried no physical force, but even without a unicorn's sensitivity, Applejack could feel it. It didn't seem to affect her, however, but she still shivered as it passed over her.

"That was weird," she commented, "Hey Twi, did ya feel that?"

"Yeah," Twilight replied, her horn faintly sparking with loose magic, "I don't recognize the spell, but where did that come from-"

She didn't get the chance to finish that question, as a commotion soon erupted from the middle of the crowd of kirin. Twilight, Applejack, Star Swirl, and Autumn Blaze all snapped their eyes to the crowd.

"Hey! What're you lookin' at, scuzz-bucket?!" snarled one kirin.

"Lookin' at that rotting pie you call a face!" retorted another.

Soon, insults were flying between the kirin, and punches were being thrown. Even Rain Shine and Autumn Blaze weren't immune, diving into the angry crowd.

"Get outta my face!"

"Who'd wanna get in your face?!"

"Kirin?! You look more like a moldy timber wolf!"

"That's rich, coming from you!"

"Whoa, whoa, whoa!" yelled Applejack, "Calm down! Remember what happens when y'all get too angry!" But she couldn't make herself heard above the chaotic screeches of rage.

Twilight paled. "That spell...that was a hate mongering spell! Somepony's trying to set off the kirin-!"

But it was too little too late. Dozens of flashes of hot fire washed over the kirin, and the smell of burning hair filled the air. The kirin began to transform, becoming creatures of pure fire and rage, raising their now burning hooves into the air and roaring with fury. The niriks had arrived.


	6. Chapter 6: Everything Burns

Chapter 6: Everything Burns

**Equis, Canterlot**

The nirik rampage could only be described as pure chaos. Raging, transformed kirin ran through the streets of Canterlot, carrying flames with them that leapt off their bodies and licked every surrounding object. Their maws were all opened, releasing terrifying roars as they charged down various other creatures, who fled screaming in terror. Dragon Lord Ember, Prince Rutherford, Queen Novo, and Thorax were trying to get their tribes under control, but everyone was too afraid to think logically. It was like a nightmare come to life. And the Avengers and the Elements of Harmony were caught right in the thick of it.

"Twilight! What the hell is going on?!" Steve demanded, as he blocked a charging nirik with his shield. With a heavy push, he caused the beast to fly backwards into another of its kind, where they collapsed into a pile. Spider-Man, in an attempt to help, sprayed his webbing all over the burning creatures, but their flames were too hot, and they just caused the webbing to melt before it could completely envelop them.

"Karen, how hot are these things?!" he shouted to his onboard A.I., as he dodged another fireball.

"Scans indicate their body temperatures are in excess of three-hundred degrees," replied Karen, "I'd recommend not touching them."

"They're kirin!" shouted Twilight, levitating another nirik off the ground, where it continued to struggle in her magic aura, "When they get angry enough, they turn into niriks! But somepony's cast a hate spell on them, and now they can't control their tempers!"

Natasha and Sam dived to the sides, avoiding a pair of charging nirik. "That's great, Twilight!" Natasha yelled, drawing her taser batons, "But how exactly do we stop them?!" She rammed her baton into the neck of one of the niriks, and the beast roared in pain, sparking with blue electricity for a couple of seconds, but then it continued to attack. Fortunately, Applejack saved Natasha by bucking the offending creature away.

"Twilight! Ain't there some kinda counter-spell ya can cast on them?! Or Starlight?!" yelled the farm pony.

"I don't know!" Starlight yelled back, "Emotion altering spells are notoriously hard to undo! On the bright side, they only last for a couple minutes!"

"That doesn't help us right now!" snapped Rainbow Dash, irate, as she flew above the chaos, dodging fireballs, "Normally, I'd be all for slugging it out with these guys, but not if they can't help themselves!"

Tony dogged a fireball, throwing off his jacket as he did so. "Ugh, can't we have one day without an incident?!"

He doubled tapped the arc reactor implanted in his chest. Within seconds, the nanites contained inside emerged, beginning to cover his body with the skeletal framework of the Iron Man suit. This was soon followed by the familiar red and gold armor plating, and in no time at all, Tony had donned the Mark L Iron Man suit, complete with supplementary magic batteries in glowing purple lights at various points of the suit.

As another nirik stepped up to attack him, Tony activated the nanoparticles once again, forming a large shield over his arm to block the incoming charge. With another thought, two long, pointed metal cones, resembling unicorn horns, appeared on his shoulders, and and zapped the nirik with the Iron Man equivalent of a stasis spell. A flash of light emitted from his body, and an ordinary kirin dropped to the ground, unconscious.

"One down, wish I knew how many more to go," Tony grunted, activating his jet boots and taking to the skies.

Everybody else was faring much the same. They were perfectly capable of defending themselves from the nirik attacks, but fighting back without actually hurting their targets was another story. A large group of niriks were sending fireballs directly towards Canterlot Castle, but Thor was cutting the attacks off with his own lightning bolts, preventing them from doing any real damage. It wasn't the most viable strategy, unfortunately. There were just too many of them.

One of the niriks, in the midst of backing up to get a better shot, bumped into someone. She tried to whirl around to confront whatever it was, but found herself seized by a massive pair of arms formed of pure stone, and lifted up into the air.

"Boy, you guys are really angry, ain'tcha?" said Korg, in his usual relaxed tone of voice, "Let me tell ya, it really helps to take a step back, and calm down, just look around you, and see-"

"Korg!" yelled Valkyrie, as she dodged and kicked a nirik that attempted to impale her with its horn, "Now is not a good time!"

"Okay, sheesh," Korg grudgingly replied, tossing the nirik aside, "I mean, I've started multiple revolutions, but I can appreciate the more wholesome approach sometimes. You guys oughta try it."

"I know, right?" said Fluttershy, cowering behind the rocky humanoid, "If only they would calm down..."

Meanwhile, Applejack was having trouble of her own. She was certain that she could at least talk Autumn Blaze down through the spell, or whatever it was, given the kirin's previous ability to control her temper, even when transformed, along with the connection they'd previously formed. The problem was that in the process of changing into niriks, kirin lost their unique appearances. All the niriks looked exactly the same, with black coats covered with fire and blank white eyes. The only one who could be told apart among the beasts was Rain Shine, and that was because she was twice the size of the others.

_Well, _Applejack thought to herself, pulling out her lasso, _It's better than nothin'. _

Quickly tying a loop in the rope, Applejack charged towards Rain Shine, twirling the lasso high above her head. With a skilled toss, she hooked the rope around Rain Shine's horn, the only part of her that wasn't blazing like an inferno. The nirik grunted, pulling against the rope, but Applejack stood firm, grasping the rope with her teeth.

"Cap! Gimme a hand!" she yelled. Steve immediately rushed over, grabbing the length of rope and helping Applejack pull. With a few sharp tugs, they yanked the nirik onto her side. "Now Rain Shine, y'all need to calm down! Remember all that ya learned about controllin' yer temper-"

She didn't get to finish. Rain Shine lashed out with a blazing hoof, striking Applejack in the middle of her chest. Applejack screeched with pain as she was driven back, only to be caught by Steve.

"Well," she groaned, looking down at the fresh burn imprinted on her chest, "That went well."

* * *

The Hulk hadn't wanted to be at this conference in the first place, but now he was even more irritated than before. Because now, he was surrounded by dozens of attacking monsters, and he couldn't smash any of them. The Hulk wasn't stupid, he knew what was going on around him. He knew these niriks were being controlled by some sort of magic, and it wasn't their fault they were attacking everything. Unfortunately, that meant he couldn't smash them. Even worse, they were starting to climb onto his massive body, their burning hooves leaving prints in his skin, their fangs tearing at his flesh, even as his healing factor repaired the damage. He tried swiping his arms through the air to shake them loose, but the things just wouldn't leave him alone.

"Get off Hulk!" he growled, clenching his teeth and getting angrier by the second, "Or else Hulk will...will..."

He was saved from having to come up with a threat, as a wave of red energy washed over him, pushing all of the niriks off his body. Wanda Maximoff (of course it was her) gathered them all in one large ball, before sending the niriks rolling across Canterlot, knocking down several others like bowling pins.

"You alright?" she called to the Hulk, as she used her magic on another nirik that tried to charge her.

Hulk grunted, shrugging his shoulders before moving off to another part of the battlefield. Wanda decided to accept it. After all, who was going to argue with someone that strong.

* * *

Nick Fury was beginning to wish he'd brought some big guns to this little conference. As it was, all he had on him was his pistol, and if Twilight was to be believed (and he had no reason to doubt her now), these niriks weren't in control of their own actions, meaning that he couldn't use lethal force on them. The Avengers were handling things just fine, for the moment, but Fury himself was forced to keep rushing around the battlefield, avoiding bursts of flame every few seconds or so. At the moment, the most useful thing he could think of was to get out of the area and out of the Avengers' way. So he glanced around as fast as he could, looking for shelter.

"Why ponies invite angry fire monsters?!" yelled Prince Rutherford.

Fury turned to look at the leaders of the various tribes. They'd managed to pull a good chunk of their people away from the fighting, and were now slowly retreating from the center of the conflict. However, he didn't like the words that were coming out of their mouths.

"What were they thinking?!" demanded Ember, her grip on the Bloodstone Scepter tightening even further with rage, "How dare they place all of our lives in jeopardy?!"

"Clearly, they didn't consider the potential consequences before they acted," replied Queen Novo.

"But they're under a spell!" shouted Nick Fury, but he couldn't make himself be heard above the chaotic clatter. Some among the group, like Skystar and Smolder, did manage to hear him, but they were too freaked up to speak up to their leaders. Fury cursed, realizing that somebody had likely planned for this reaction, meaning their goal had been to sabotage the Friendship Conference all along. But what he couldn't figure out was the reason behind it.

Fluttershy, meanwhile, had lost track of Korg in the fight, and was now looking for somewhere to hide so she wouldn't have to face any of the niriks. She didn't even want to use the Stare on them, reasoning that they couldn't help themselves, and they didn't deserve to suffer that at her hooves. She crouched as low as possible, trying to remain unnoticed, which really wasn't difficult, as the niriks were far too preoccupied with the Avengers to truly notice her.

Of course, there are always exceptions, as a burning hoof stomped down in front of Fluttershy's face. The shy pegasus let out a terrified squeak as she fell on her rear, looking up into the face of her attacker, who let out a threatening hiss.

Something about the hiss caused Fluttershy to stop where she stood. The tone of voice was far too familiar. It couldn't be, could it?

"Autumn Blaze?!" she asked, looking into the eyes of her attacker. There was no mistaking that voice.

The nirik seemed to freeze where she stood, her hoof raised as though to strike Fluttershy, but making no effort to follow through on that action. Fluttershy hesitantly reached for her, but pulled back, realizing the intense heat would burn her hoof. However, the scene was interrupted by T'Challa tackling Autumn Blaze, his panther habit providing some protection as he tried to wrestle the enraged nirik to the ground.

"Fluttershy!" shouted the king, as he grappled with Autumn Blaze's horn, "Get to somewhere safe, we can handle this-"

"No!" replied the pegasus, filling with determination, "I can't just run away! Not like this! Just hold her still!" She jumped over to where the two were still wrestling, looking straight into Autumn Blaze's blank, white eyes. "Listen to me! You've gotten past your anger before, you can do it again! Just calm down! Autumn Blaze, please!"

The angry nirik snarled and spat a few more times, but it was clear they were half-hearted. As she looked directly into Fluttershy's bright green orbs, Autumn Blaze ceased her struggling, falling limp in T'Challa's grip. Something seemed to fade from her expression, like one who is filled with rage, but when they really stop to think about it, can't remember why they were angry in the first place. With a pulse of fire and light, the nirik transformed, leaving an ordinary kirin in its place. T'Challa breathed a sigh of relief, climbing off of Autumn Blaze and helping her to her feet.

"Fluttershy?" said the kirin, her voice filled with trepidation, "W-what happened?"

"It wasn't your fault," Fluttershy insisted, "Somepony cast a spell on you..."

Unfortunately for poor Fluttershy, she might as well have been speaking to a blank wall. Autumn Blaze's focus had wandered around, discovering how her entire tribe had once again undergone the terrible transformations into the beasts of fire and rage. The Avengers were keeping them from attacking the creatures who couldn't defend themselves, but Autumn Blaze only had eyes for the niriks.

"No...not again..." she whispered, as her entire body began to shake.

Fluttershy seized her by the shoulders. "It wasn't your fault. You hear me? It. Wasn't. Your. Fault," she declared. Autumn's gaze was forced onto the pegasus, as though she were channeling the Stare into her words somehow. "Somepony cast a spell on all of you. But now we need to calm all of the kirin down. Can you help us?"

Autumn Blaze still looked afraid, but she nodded in affirmation.

"Good," said Fluttershy, "Then let's-"

But she didn't get to finish, as a stream of orange sparks suddenly appeared in the air. Autumn, Fluttershy, T'Challa, and all those in the area not currently occupied had their attention drawn to it, as the sparks began to swirl, forming a circle. Inside the circle, the air seemed to distort, changing from a view of Canterlot to something else. In seconds, one looking through the circle of sparks would get a view of an entirely different location. And from that location, two human men stepped, the portal sealing behind them.

"Well," said Dr. Strange, staring around him, the Cloak of Levitation fluttering in the breeze, "I think we're in the right place."

"Good," replied Wong, forming his Tao Mandelas on both hands.

"Uh, who the hell are you guys?" asked Tony.

"Earth wizards!" yelled Thor.

* * *

Celestia and Luna watched all of the carnage unfold, their jaws dropping open. Luna was the first to recover, her horn igniting with blue light and seizing both Neighsay and Cinch in her magical grip.

"What were you thinking?!" she demanded, slamming the offending unicorns against the walls repeatedly, "Why would you do something so...so...stupid?!"

"You don't understand!" snapped Neighsay, "We're doing this to help you! Princess Twilight has brainwashed-"

"Shut up," Celestia replied, her voice terse, as though she passed beyond the boiling rage point into tranquil fury, "Just shut up." Her horn glowed gold, and a large length of golden rope appeared, tying up the two unicorns. "We're going to deal with this. Then we'll be back to talk about just how badly you've betrayed Equestria."

She looked to Luna, who nodded. The two sisters spread their wings and flew into the battle, preparing for damage contol.

* * *

A good distance away from the city, on a small mountain peak, Barney Barton and Amora stood, Barton watching the nirik rampage continue with a pair of high-powered binoculars.

"Sir," he spoke into his earpiece, "The niriks are going nuts, but the Avengers are starting to contain them. Should we interfere?"

"Negative," replied Dr. Doom on the other end of the line, "At this point, every creature present will have turned against them. The negative emotions should suffice on their own. Release them."

"With pleasure, master," replied Amora.

The duo turned behind them, where a massive cage, constructed of titanium bars enchanted with eldritch magic, sat. Inside the cage were multiple transparent creatures, looking as though they were composed entirely out of icy mist. They resembled horses, but had no lower halves, their bodies trailing off into more mist-like material. They howled with dark voices, echoing like a sound bouncing around in an icy canyon.

These were the windigos.

With a wave of her hand, Amora unlocked the cage.


	7. Chapter 7: Deep Freeze

Chapter 7: Deep Freeze

**Equis, Canterlot**

Twilight Sparkle would be the first to admit when she was freaking out. Her friends knew her well enough to know when she was. And Twilight was fairly anxious by pony standards. Right now, she was freaking out pretty bad. After all, the entire kirin tribe had been forcefully transformed and were overrunning Canterlot, trying to burn everything to the ground. Luckily, the Avengers were there to contain the damage. Twilight managed to force herself to relax a little. If they were here, there was nothing to worry about. Everything would be fine. With the Avengers on their side, nopony would get hurt, they'd find out which pony was responsible for this, and-

Suddenly, the air around Twilight began to drop in temperature, even with the niriks still running wild. When she exhaled, she could see her breath in the air. Twilight's eyes suddenly snapped open to maximum width as she realized exactly what could be causing this. But it couldn't be. They were supposed to have been wiped out so long ago...

Then she heard the unholy shriek.

A blast of frigid air came from behind Twilight, knocking her onto her stomach. Grunting, she clumsily got to her hooves, turning on them to look up at the sky above her.

What had been a peacefully sunny day was now replaced by a swirling winter fog. Moisture in the air was condensing to form snow-white clouds, which were beginning to spin in midair. And above those clouds were several ethereal, transparent, horse-like creatures, breathing icy mist and howling as their eyes glowed red. Twilight's jaw dropped. There was no mistaking those things.

"Windigos!" screamed Thor, snagging his axe off his back. Twilight couldn't have put it better had she tried.

The windigos were descending closer and closer towards Canterlot, the flood of negative emotions from the raging niriks clearly drawing them to it like moths to a flame. They uttered their terrible screech once more, raising their heads skyward, before casting them down and beginning to breathe ice all over the city. A thin layer of frost began to form on the walls of the city, and several niriks were caught in the first blast, leaving them encased in small glaciers. It didn't stop there either, as the ice began to creep outwards from everywhere it touched, extending like cold spider legs, determined to consume all.

"Oh great," Tony grumbled, dodging the frosty blasts that rained down from the sky, "Friday, give me a scan on those things, see what we're dealing with."

The AI obeyed, focusing on the windigos, but as soon as it did, Tony's HUD sparked into static, forcing the inventor to shut his eyes and turn away from them.

"Sorry, boss," said Friday, "There's too much ambient magic around those things. My scanners can't get an accurate reading on them."

"Twilight, we seriously need to upgrade this thing's magic processors," Tony quipped, "Otherwise, I'm gonna start hating this planet."

Twilight wasn't listening, however. She was too busy pounding away at the ice that'd encased the niriks, alongside Rainbow Dash and Applejack. Twilight was pouring on a heat spell, trying to melt the ice away, but it was having no effect. She cursed quietly, remembering the stories of the windigos' magical ice, capable of withstanding extreme temperatures. Dr. Strange came up to the ice, forming a golden circlet on his hand and placing it against the surface.

"I don't think we're gonna get through this with bare force," he noted, "I'm detecting high amounts of dark magic in its composition. And it seems like its being reinforced through some kind of feedback. Whatever those things are feeding on, it's making them pretty strong."

"That doesn't mean we can just give up!" retorted Rainbow Dash, bucking against the ice, "And who are you, anyway?"

"They're wizards! From Earth!" yelled Thor, as he jumped away from another ice blast.

"We're here to help," said Wong, "You're in a lot more trouble than you realize."

"Well if you're gonna do something, I suggest you do it fast!" shouted Spider-Man. He activated both web-shooters, firing a massive net towards the windigos. Unfortunately, before the creatures could be captured, the web was frozen solid, before falling to the ground and breaking into pieces. "Can anybody touch those things?!"

"Let me try!" said Thor, his fingers sparking with lightning. He reared back and pitched the bolt of electricity at the windigos, only for a sphere of green light to surround them, blocking his attack completely. "What?!"

"Sorry, Odinson," said a voice, "But we can't have you doing that."

Thor's eyes narrowed at the sound, realization dawning on his face. He turned around, finding the exact figure he'd expected.

"Amora," he growled, raising his axe, "I should've known you were involved in this."

Amora chuckled, her hands glowing with eldritch magic. "Ah, you remain as oafish as ever. But not to worry. I didn't come to this little party alone."

"This...doesn't seem like much of a party to me," said Pinkie Pie, even as she tensed into a fighting stance.

Another swirling portal of sparks appeared in midair, revealing a familiar group of figures. They wasted no time in charging the Avengers.

Steve raised his shield to block a flying kick. "Batroc," he grunted, as he swiped his shield forward, trying to clock his assailant on the head. Unfortunately, Batroc just backflipped away.

"_It is a joy to see you again, Captain,_" Batroc said in French, _"And to crush you beneath my boots!"_

He jumped forward with a spinning kick, but Steve managed to block the blows with his shield. Steve responded by chucking his shield at Batroc, who nimbly leaped over the spinning vibranium disk. With another bounce, he made his way back over to Steve, attempting to kick him in the head, but a metallic arm grabbed him by the collar, yanking him off his feet. Batroc was tossed backwards into one of the small glaciers that was spreading around the battlefield. Grunting, Batroc climbed to his feet, facing Captain America and the White Wolf.

"You're saying this idiot gave you trouble once, Steve?" asked Bucky, clenching his mismatched fists together.

"Hey, he's tougher than he looks!" Steve protested, grabbing his shield again, "And he seems to have gotten a lot stronger since last time."

"That'll just give me more bragging rights," replied Bucky, as the two charged Batroc.

Discord and Heimdall had gathered together, watching the chaos erupt around them, as the Avengers and the Elements of Harmony did battle with the newcomers.

"Oh for Pete's sake," Discord complained, "This is ridiculous! Can't we have one little party without some inconsiderate scoundrel trying to ruin it?! I know that's a bit hypocritical on my part, but still-"

"Discord, focus!" yelled Heimdall, "I can see beyond that portal. This attack is worse than they realize. We have to stop this, warn the Avengers!"

"Oh, fine," Discord acquiesced, "But I hate being the end-all problem solver."

He raised his eagle talons to snap them, but suddenly, one of the windigos altered the direction of its ice breath, focusing on Discord. Before he could snap his fingers, his found his entire arm encased in a thick block of ice. Grunting, he tried to snap the fingers on his lion's paw, but that was soon frozen as well, along with most of his lower body. Heimdall noticed that Amora, using one arm to bind Thor with green chains, was directing the windigos towards the two of them with her other arm, smirking maliciously as she did so.

"Sorry, Heimdall," she sardonically quipped, "Sorry, Discord. But you two are our top priorities right now."

Grunting, Heimdall attempted to charge her, only to find himself hit with more blizzard blasts, encasing him in ice. Discord screamed in anger at the sight, before the ice breath consumed the rest of his body.

"Discord! Heimdall!" Twilight yelled, rushing up to the frozen statues of her two friends. She immediately began pounding them with magic blasts, trying to free them, but to no avail. Behind her, Amora attempted to direct the windigos to freeze Twilight as well, but Thor managed to break free, and Amora was forced to relinquish her hold on the spirits to dodge his thrown axe.

"Twilight!" exclaimed Princess Celestia, flying down to land beside her student, "What's going on?!"

"It's the hate mongering spell! By forcing the kirin to transform, somepony ensured that their anger would attract the windigos! But I still don't know who cast it!"

"It was Neighsay," said Princess Luna, coming down beside her sister, "Ex-Chancellor Neighsay, and Abacus Cinch. They planned for this because of their misguided beliefs that we've been brainwashed by you and your friends for some-ARGH! It's so foolish!"

Twilight gasped. While she certainly disagreed with Neighsay, she didn't think he'd stoop to something quite as low as this. It was quite a shock. But she had no time to process that now. The Avengers were being swarmed by their new assailants, some of whom they seemed to recognize, oddly enough, which was preventing them from making any moves against the windigos. Twilight had to act, now.

"Star Swirl!" she called, searching for her idol, "Star Swirl, we need to know how to stop the windigos!" She finally discovered him, standing besides the rest of the Pillars. "Please tell me you know how to fight them."

"Perhaps," replied Starswirl, "But it would take more than our combined magic to try and beat them back. We need to find a way to-"

He didn't get to finish that sentence, as a massive thump resounded next to them. All six Pillars turned to the side, discovering the massive form of the Sphinx bearing down on them, her wings spread wide, and her fangs on display.

"Somnambula," she hissed, "At last, I take my vengeance on you, and all of your allies! I will delight in watching you crumble!"

With that, her eyes began to glow, and chains appeared on the ankles of the Pillars, anchoring them to the ground. Looking up, the Sphinx gave a nod, and the windigos' blizzard found its way over to them. Flash Magnus and Rockhoof raised their weapons, trying to defend against the arctic winds, while Mist Mane and Starswirl both fired bolts of pure magic into the icy storm, but it just wasn't enough. They, along with Somnambula and Meadow Brook, were swallowed by the pounding snow, leaving them frozen in ice.

"No!" screamed Twilight, as she pounded uselessly on the ice.

Everything seemed hopeless. Queen Novo, Thorax, and Prince Rutherford had already been frozen as well, along with dozens of ponies and Asgardians, and the ice was spreading faster and faster. Twilight began to hyperventilate, panicking over what to do next.

"Twilight!" Celestia yelled into her ear, grabbing her former student by the wings and shaking her, "Focus! We can stop the windigos, we just have to get past these assailants!"  
Twilight took a few more deep breaths, and slapped herself in the face, bringing her back to reality. "You're right, let's get moving!"

Picking a target didn't turn out to be difficult at all. Nearby, Tony was grappling with another figure wearing an armored suit, though this was far larger, and green. The hulking metal man wrapped his entire fist around Tony's leg, slamming the Iron Man into the Canterlot streets, before lifting him and squeezing him with both hands.

"I've long awaited this moment, Iron Man," said Titanium Man, his thick Russian accent coming through the helmet, "And now I will relish this opportunity to crush you with my own hands!"

"Nice-urk!-knock-off suit you got there, pal!" Tony grunted, trying to force the giant hands apart, "But the Boris Badenov voice isn't doing anything for ya!"

Grunting, Titanium Man reached for Tony's helmet to begin crushing it, only for two powerful magic blasts to strike him squarely in the chest. Gold and magenta light clashed on his armor, pushing him a good distance away, but not knocking him over. The good news was that Tony was released from his grip, allowing him to fly over to Celestia and Twilight. Titanium Man, angered, opened a pair of slots in his shoulders, revealing two bays of missiles, firing them at the trio.

Tony, Twilight, and Celestia prepared to defend themselves, but there turned out to be no need. Dr. Strange and Wong stepped in front of them, and with a wave of his hand, Dr. Strange opened another sparking portal, swallowing all of the missiles whole. Wong copied his action, creating a portal of his own, and releasing the missiles once again, allowing them to fly back and bombard their sender, blasting Titanium Man several feet away.

"Hey, thanks, Dr. Strangelove," said Tony, smirking under his mask.

"Never heard that one before," said Dr. Strange, sarcasm fully evident in his voice.

Meanwhile, Spike was having his own problems, flying above the crowd, with Garble hot on his tail, spewing fireballs at the young dragon.

"I see ya finally managed to grow up enough to get your wings, ya little pipsqueak!" Garble laughed as he continued to pursue Spike, "Doesn't mean I won't grind you into a pulp, of course!"

"Garble, what are you doing working with these guys?!" Spike demanded, ducking under another blast of fire, "Aren't you supposed to be a big, proud dragon?"

"That ain't gonna save you, punk! I'm getting exactly what I want from them: The chance to tan your hide!"

Ember joined the arial pursuit, attempting to club Garble with the Bloodstone Scepter. "Garble!" she yelled above the screech of the windigos, "As Dragon Lord, I order you to-"

"Oh, stuff it, girly!" Garble snapped back, swinging his tail in an arc and catching Ember in the chest. The blow didn't hurt her much, but unfortunately, it sent her directly into the path of the windigos' ice breath, which covered her and left Ember a frozen statue. Spike gasped as he watched his friend fall to the ground, but breathed a sigh of relief once she didn't shatter upon impact.

Of course, that didn't help once Garble came after him again.

"Once I'm Dragon Lord, there's gonna be some big changes!" laughed the bullying beast, "I'm gonna ensure that you get pulverized for every time you've gotten in my way! I'm gonna teach you exactly what I-"

And that was when Rainbow Dash and Sam Wilson slammed into his side, nearly cracking his scales, and sending the teenage dragon spiraling out of the sky, to land with a thump on the clear Canterlot ground.

"Need a little help there, Spyro?" asked Sam, firing up his wing pack once more.

"Would you please stop calling me that?" complained Spike, "I still don't know what it means."

"Yeah, you really need to teach us some Earth references," said Rainbow Dash. She would've said more, but a fast, faded blue blur tackled her out of the air, sending her plummeting to the ground, to land on her back. Rainbow yelled with pain as she landed on both wings, pinned down by the strength of her assailant. She struggled valiantly, gripping both of the attackers' forelegs with her own, looking up into his face.

"Wind Rider?!" she exclaimed, recognition dawning on her with the speed of a lightning bolt.

The older pegasus grinned maliciously down at Rainbow, pinning her forelegs down with the sheer strength of his wings. "Glad to see ya again, Rainbow Crash!" he grunted. He reeled back with one hoof and punched Rainbow in the face, forcing her to spit out a small amount of blood. "You ruined my Wonderbolt career, now I'm gonna dismantle your life. Let you see how it feels."

"What're you-!" Rainbow demanded, before another punch cut her off.

"You get away with ruining whoever you want, just because you wore that stupid Element of Harmony!" Wind Rider snarled, "Now, you're gonna get exactly what you deserve!"

He raised his hoof to punch Dash again, but a bolt of bright blue magic hit him in the side, causing him to lose his grip on Rainbow. Dash took advantage of his weakness, bucking Wind Rider off of her with all of the strength she had, sending him tumbling through the air. However, Wind Rider had once been a Wonderbolt, and he easily managed to recover in mid-air, landing on all four hooves, facing Dash down.

As Rainbow Dash stumbled back onto to her own hooves, she was joined by Rarity, her horn still smoking from the magic blast.

"Leave my friends alone, you uncouth ruffian!" threatened the unicorn, "Or else I will resort to more force!"

Wind Rider wiped the blood away from his lips, smirking at the two ponies that faced him. "Perfect," he chuckled to himself, "I've got a score to settle with you, too."

Spreading his wings, he charged the two of them, Rainbow and Rarity bracing themselves for the attack. The three ponies crashed together, clumping into a large ball and rolling across the ground.

At the same time, Thor was continuing his duel with Amora. Sparks of lightning flowed from his fingertips, clashing with Amora's magic, causing small bursts of explosive energy around the battlefield. His frustration growing with each failed attack, Thor raised his new axe, aiming to wound Amora, but she projected a force field, blocking his blow completely.

"Still the same unimaginative brute you always were, Thor," chuckled the Enchantress, "It's hard to believe I actually loved you once." She thrust both hands forward, sending bolts of green magic towards the King of Asgard, but Thor blocked the attack with the head of Jarnbjorn.

"If there's one thing I'm thankful for, it's that you don't anymore," Thor retorted, "Honestly, you were the worst admirer I've ever had to deal with." He threw his axe in a boomerang motion, only for Amora to teleport out of its way. Thor caught the returning axe easily. "Amora, what are you up to this time? Who put you up to this?"

"Oh, yes, like I'm actually going to tell you everything, Thor," Amora laughed back, "Great job so far as King, by the way. Only a few days, and you've already gotten the remainder of your people encased in ice. Odin would by so proud." Indeed, she was right. The only Asgardians spared from the windigos' breath were Thor, Loki, and Valkyrie.

That did it. Thor roared in fury, charging Amora with his axe raised high, intent on killing. Amora smirked, thrusting her hands towards the ground and sending magic into the ground, where the energies would blast Thor off his feet, directly into the path of the windigo breath.

Or at least that's what it was supposed to do. What actually happened was that the magic phased through Thor's body, leaving a faint, green glow in its wake. Amora frowned, confused, as the Thor in front of her suddenly disappeared. She didn't have time to react as the real Thor emerged from an invisibility illusion behind her, and landed a lightning infused punch directly into Amora's spine, pitching the Enchantress like a basketball. Satisfied, Thor gave a thumbs-up to Loki, who appeared from beneath his illusionary spell, smirking with satisfaction, before racing after Amora.

"You owe me for that, brother," Loki muttered to himself.

* * *

Spider-Man grunted as he rolled away from the massive paw that came down. The Sphinx responded with another hiss, before raising her paw, claws unsheathed, to try and crush the webbed hero once again. Spider-Man leaped to the side, firing a blast of webbing into the Sphinx's eyes, blinding her.

"Anybody-or anypony, I'm not picky-wanna give me a hand here?!" he yelled, "I'm fighting a twenty-foot eagle-cat-pony...thing, this isn't exactly easy!"

I'm on it, Spidey!" yelled Pinkie Pie, bouncing over to the scene of the fight.

The Sphinx, hearing the sound of the bouncing pony, attempted to stomp on her as well, but Pinkie's Sense kicked in right on schedule, her tail twitching and allowing her to jump out of the way. Leaping upwards like a frog, Pinkie reared back and bucked the Sphinx squarely between the eyes, dazing her. Spider-Man followed her example, swinging around and landing with both feet on Sphinx's neck.

"Hey, this is actually going pretty well!" he exclaimed, as he fired another web line, aiming to circumvent the Sphinx for another blow, "We may actually have a chance-" He stopped as he felt his spider-sense kick in, but it was too late.

A massive, metallic green tail emerged next to him, coiling around Spider-Man's waist. Peter's quip was cut short as the appendage knocked all the air out of his lungs, before whipping to the side, sending the webbed teenager plummeting down to the earth. He barely had time to feel the impact of the crash, before a large, green, pincer claw snapped down, pinning him to the ground by his neck. Peter coughed in pain as he stared up at Scorpion.

"Welcome to the pain train, Spider-Punk!" growled Gargan, picking Spider-Man up by the neck, "You probably don't even remember me, but I sure as hell remember you!"

"Who-?!" coughed Peter, trying to pry the claw from around his throat, "Wait, I know you. You were that creep on the Staten Island Ferry."

"Oh, good!" Scorpion chuckled, "Now you'll know exactly who it is that's goring-"

"Yeah, yeah," Spider-Man muttered, shooting a blast of webbing into Scorpion's face.

Grabbing the sides of the pincer claw to balance himself, he kicked off, striking his opponent in the face with both feet. Jumping onto the Scorpion's back, Spider-Man pushed off with his legs, sending Scorpion diving forward to crash onto the ground face-first. Peter then scurried off to help Pinkie with the Sphinx.

"Oh no ya don't!" Scorpion snarled, as he climbed to his feet. He whipped his enormous tail in an arc, slamming Spider-Man in the back, and sending him flying across the battlefield.

Pinkie, meanwhile, hadn't been having the greatest amount of luck against the Sphinx. Sure, the legendary beast wasn't able to hit the fast, sixth sensing pony, her blows instead leaving indents in the brick, but Pinkie's own blows, even with her earth pony enhanced strength, did very little to actually hurt the Sphinx. Still, Pinkie thought she was doing alright. At least, until Spider-Man crashed into her, something even her Pinkie Sense hadn't predicted. Grunting from the pain, the duo got to their feet and hooves, pressed back to back, finding themselves facing the Sphinx on Pinkie's side, and Scorpion on Spider-Man's.

"I don't suppose you have any huge, tide-turning tricks up your mane, Pinkie?" asked Peter, trying to remain calm in the face of danger.

"I dunno," replied the party pony, "I could bake them a cake, maybe that would calm them down."

"Somehow, I doubt it."

"Hey, you! Get off their backs!" yelled a new voice.

Spider-Man and Pinkie turned to the side, to see Korg actually hurl Tempest Shadow at the advancing Sphinx. The unicorn curled into a ball, turning into a rolling sphere as she struck the legendary beast on her nose, before unrolling herself and kicking Sphinx in the eye. The Sphinx reached up with one massive paw, attempting to swat down Tempest, only for the unicorn to grapple onto the limb with her front legs, swing around it, and fire a bolt of magical lightning directly into the Sphinx's neck. The beast hissed with pain and fury. Korg, meanwhile, caught Scorpion by the tail, yanking him off his feet and punching him in the stomach, before tossing him off to the side.

"Wow," said Spider-Man, "Even for a guy made completely out of rock, I didn't expect that from that guy."

"Eh, I was a gladiator for a while," said Korg.

"Come on, everypony!" yelled Tempest, "We've got a battle to win here!"

Fluttershy, meanwhile, was naturally terrified. The worst part was the endless screeching of the windigos as they blew ice all over Canterlot. But the battle raging between the Avengers, her best friends, and whoever these newcomers were was providing plenty of panic fuel as well. That, in addition to Fluttershy's reasoning that she wouldn't be much use to the others in this fight, convinced her to get out of the way. She spread her wings, taking off and flying away to try and find someplace safe to hunker down. Dodging blasts of ice, magic bolts, lasers, and bullets, she was rushing towards a hiding place behind a couple a marble columns that hadn't been frozen over yet, when a misdirected blast from Iron Man came flying at her face. Fluttershy froze in sheer fear. Seconds before the blast could hit her, a hand seized her by the tail, yanking her out of the way.

Fluttershy squeaked at the sudden pulling on her body, looking over to find her savior, Natasha. The Black Widow wrapped Fluttershy in her body's embrace, diving to the side to avoid another volley of blasts.

"Sorry about the rough handling," said Natasha, "Didn't have time to be gentle."

"O-oh it's okay," said Fluttershy, quivering in the woman's grip, "T-thanks of h-helping me."

"Don't mention it," Natasha started to say, before something else caught her eye. A black boot-covered foot came flying in an arc, aimed at her head, forcing the Black Widow to roll away, still gripping Fluttershy in her arms. With a quick jump, Natasha got back on her feet, releasing Fluttershy and turning to face her opponent.

"Yelena?!" she gasped, actually surprised, even as she drew her batons and relaxed into a fighting stance.

"Indeed, Romanova!" Yelena spat, drawing her own electrified batons, "I've come to finally pay you back, traitor!"

She thrust her baton forward, but Natasha blocked it with both of her own. Twisting the weapons in her grip, Natasha managed to squirm out of the lock, throwing Yelena off balance. Natasha kicked her opponent in the side, but when she went to throw a follow up kick, Yelena managed to actually catch her foot in mid-swing, and flip Natasha sideways, sending the Black Widow sprawling onto the ground. Yelena charged again with a roar, but Natasha tossed one of her small taser disks onto her leg, the electrical charge shocking Yelena and halting her in her tracks. Getting back to her feet, Natasha drew both pistols, and fired a few shots at the retreating Yelena, who dived behind a cover of rocks. Natasha was then forced to find her own cover behind a pillar, as Yelena poked her head out to return fire.

Fluttershy whimpered as she watched the two woman continue their duel. This was the last place she wanted to be. Not only was she almost caught in the middle, but if Yelena saw her, she could use her as a hostage against Natasha. Fluttershy wanted more than anything to just flee, but she couldn't bring herself to just abandon Natasha, even if there was the slimmest chance Fluttershy could help her. Gritting her teeth, Fluttershy waiting until Natasha had to reload her guns, then flew over to Yelena's hiding place, and shoved the enemy spy with her front hooves as hard as possible.

The blow wasn't very powerful, but it had the intended result. Yelena was knocked out of her shelter, and she dropped her guns, preventing her from firing on Natasha. Enraged, Yelena drew her batons and rounded on Fluttershy, but the pony had planned this. Bracing herself, Fluttershy hit Yelena with the biggest Stare she could muster.

At first, it seemed to have no effect. Yelena actually paused for a second to laugh at the yellow pegasus' attempt at intimidation. However, as she continued to stare into Fluttershy's bottomless gaze, her aqua-colored eyes boring into the Russian agent's soul, she started to see something in it that gave her pause. Yelena's grip on her batons weakened, and she began shivering, and it had nothing to do with the windigos.

And that was when Natasha body slammed her, sending her stumbling across the ground, where she slipped on a patch of ice and fell on her rear.

"Not bad, Fluttershy," said Natasha, giving the pony a rare smile, "But we're not done yet."

Indeed she was right, as Yelena managed to get to her feet again.

* * *

For the Hulk, the biggest dilemma of this whole mess was who he should smash first. There seemed to be plenty of options, with the Avengers going up against various enemies he'd never seen before. But then the part of his brain that he hated, the part that was Bruce Banner, reminded him that he they'd probably frown upon him killing these people, no matter who they were.

So naturally, once he saw the familiar, bony Abomination emerging from the portal, he smiled. Finally, a challenge!

The two massive beings charged each other with everything they had, their shoulders colliding in a massive slam that sent shockwaves rippling throughout the battlefield. Hulk grunted as he pulled his fist back for a massive punch, only for Abomination to backhand him, knocking him to the side. For all their evenly matched strength, Abomination did have the advantage of being a trained soldier, one who excelled at hand-to-hand combat. Hulk just tended to punch anything that got in his way.

"Nice to know you're still around, Banner!" growled Abomination, charging Hulk again. He raised his arm, preparing to stab the Hulk with one of his protruding elbow bones, but the Hulk caught the arm, forcing the beast back. "I've been looking forward to this!"

"No Banner, only Hulk!" roared the green giant, punching Abomination in the stomach. Rearing back, he charged his enemy, striking him between the pectorals with his shoulder. He shoved the Abomination further and further back, into one of the marble pillars surrounding the castle, and slammed him into it. He reached over Abomination's back, attempting to grab the processes of his spine and twist them, but Abomination seized both wrists in his vice-like grip, and the two monsters began to grapple with each other.

"Banner, Hulk, who cares?!" Blonsky snapped, head butting the Hulk right in the nose.

With the Hulk staggered, Abomination moved in closer, delivering a series of quick blows designed to cripple his pressure points, even stabbing Hulk in the arm with his elbow spike. However, the Hulk was made of stronger stuff, and he managed to weather the blows, swinging outwards with both arms and striking Abomination, driving him backwards. With another furious roar, Hulk reared back and punched Abomination in the face, dropping him on his rear.

Eager to press his advantage, Hulk grabbed the marble column, ripping it right out of its concrete base. He raised the impromptu club over his head, preparing to smash Blonsky over the head, but before he could, an invisible force ripped the column out of his grip. Hulk froze where he stood, confused, until to column dropped onto his head so hard it actually split in half. Abomination roared with laughter at the sight.

"Such a simple brute," said Amora, her magic glowing in her hands, as she watched Abomination get back to his feet, "Even compared to Thor, it's honestly pathetic."

The bony monster delivered a devastating punch directly to Hulk's face, but when the green giant tried to retaliate, Amora's magic surrounded him once again, and he was frozen where he stood, leaving him open to another punch from Abomination. Every time Hulk tried to dodge, tried to fight back, tried to do anything, Amora was always there to stop him. Soon, Hulk was lying flat on his back, bleeding green blood from various wounds all over his body.

"You're pathetic, Hulk!" Blonsky snarled, reeling back for another punch, "YOU ARE!" Smash. "NOTHING!" Smash. "TO ME!" Smash. Reaching down, he picked up the wounded Hulk, holding him high over his head, before dropping the beast down onto his knee with a resounding crack. The Incredible Hulk landed with a thump, defeated, at the feet of the Abomination.

As Blonsky and Amora watched, the Hulk actually began to shrink. His muscles diminished as his flesh retreated inwards. His skin began to pale, changing from green to peach, and in no time at all, Bruce Banner was lying before them, unconscious.

"Hmph. Lightweight," grunted Abomination, raising his foot directly above Banner's skull, ready to stomp down and end his life once and for all.

"Whoa whoa whoa!" yelled Tony, swooping down and blasting both Abomination and Amora with blasts from hand mounted repulsor cannons, "Hands off!" He flew down, landing next to the unconscious Banner, and scanned his body. "Uh, guys? Not to induce panic, but we've got a Hulk down over here! We may want to consider a strategic retreat!"

"I agree!" yelled Dr. Strange, as he fended off another attack from Titanium Man, "Even with us on your side, you're not doing too well!"

"Hey!"

Twilight gritted her teeth as she fired off several more magic bolts. She hated to admit it, but Tony was probably right. They'd been caught off guard, unprepared for this fight, and the way the windigos kept blowing ice all over everything, they'd soon end up as ice statues if they kept hanging around. There was no other option, they needed to get out of here.

With a thought, Twilight ignited her horn, opening a tiny dimensional pocket in which she'd stored the mirror portal to Wakanda, before telekinetically pulling the mirror out. She'd been planning to use if it Rhodey and the other Avengers who couldn't attend were able to get away from their business long enough to show up. Placing her hoof on the crystal embedded in the mirror frame, Twilight activated the portal, creating the familiar swirling blue vortex in the air.

"Everybody! Everypony! Get in!" she shouted, before diving into the portal.

Tony came after her, flying through the portal while carrying Bruce Banner on his shoulder. They were followed shortly by T'Challa, Natasha, Fluttershy, Princess Celestia, Rarity, Spike, Korg, Dr. Strange, and Autumn Blaze. But just as Wanda passed through the portal, Vision hot on her tail, a bolt of green energy came from the side, blasting the mirror as it continued to generate the vortex. With a snap, the mirror shattered into tiny shards, and the portal disappeared into the air.

"Running away?" laughed Amora, her hand still glowing with power, "How cute, yet utterly pathetic."

"WANDA!" Vision screamed, futilely grasping at the spot where the portal had stood, as though trying to get his beloved back somehow.

"Forget about her! What about us?!" yelled Valkyrie, grabbing Vision by the cape and dragging him out of the way of another blast from Amora.

Nick Fury, meanwhile, was racing around the battlefield, desperately trying to find some shelter. But as he rain, the continuously forming ice slipped underneath his boot, causing him to trip where he stood, and fall flat on his rear. With a grunt, Fury attempted to rise, but found that the ice had begun spreading up his leg, leaving a chill in his body colder than anything he'd ever felt. He pulled at his leg, but it was frozen solid already, and Fury only had seconds before the effect spread to the rest of his body. Groaning in resignation, Fury made a decision. It was time.

He reached into his back pocket, one he almost never touched, and pulled out the familiar pager, the device from a long gone era that he always kept with him. Frantically pushing the send button, he turned around.

"Cap!" he shouted, throwing the outdated communications device towards Steve, who turned just in time to catch it, "Keep that with you! Don't let it go no matter what-" He didn't get to finish, as the ice spread up his body, freezing him completely.

Steve gasped briefly at the sight, before looking down at the pager in his hands. It meant nothing to him, being a piece of technology that had worn out long before he'd emerged from the ice. The device kept beeping, displaying the message 'Sending...' before suddenly shifting to a symbol of a white star, with a red and blue background. Steve couldn't make heads or tails of it.

But there was no time to ponder the meaning. Amora and the others were advancing quickly, backing Steve and the remainder of his group were surrounded on all sides. Steve raised his shield aggressively, but even he knew there was no way they could win like this.

"Splendid," Loki quipped, "I don't suppose anyone has any bright ideas."

"Shut up, Loki," Thor growled.

"I might have an idea," whispered Wong, nudging Luna and Starlight, "If I could boost your teleportation magic..."

"We don't have many options right now," said Luna, "Let's do it!"

Luna and Starlight flared their horns, at the same time as Wong formed a long rope of eldritch magic in his hands. With two quick gestures, he'd connected both of their horns, sending tons of excess magic into them. Closing their eyes, Luna and Starlight focused all their magic, enveloping the group in a massive bubble shield. With a blinding flash of white light, the entire group vanished, teleporting away.

Amora, Blonsky, and the others were left to stare in bewilderment.

"Well," said Wind Rider, "That was unexpected."


	8. Chapter 8: Scheming

Chapter 8: Scheming

**Earth, Latveria**

In the hall of Dr. Doom's castle, the mood was almost uniformly cheerful. After all, Doom's team had basically defeated Avengers in their initial battle, even if they had managed to escape. The Sphinx, in particular, was just about a jolly as any of them had ever seen her, considering Somnambula was now a frozen statue, along with the rest of the Pillars of Old Equestria. She was almost bouncing off the walls (though not literally, as that would've resulted in her crushing all of the others). Others, like Amora, were content to just smile and relax while basking in their victory. All in all, everybody was happy.

Of course, there were exceptions.

"Idiots!" screamed Scorpion, swinging his tail around like a deadly wrecking ball, smashing into walls, forcing everybody to duck under the mad flailing, "We didn't get one friggin' Avenger! That spider kid got away! How can you all be celebrating?!"

From his position at the computer chair, Dr. Octavius gave a small shrug of his tentacles towards Gargan. "I loathe to admit it, but I somewhat agree with him," he said, matter of factly, "What was the point of the attack if we didn't eliminate any of the Avengers? Or the bearers of the Elements of Harmony? Sure, we got Discord and Heimdall out of the way, along with most of the tribe leaders, but the fact remains our enemies are still on the loose."

"Yeah! And I didn't get the chance to grind that little dragon punk into dust!" Garble complained, punching his fist into his palm, "Come on, you promised I'd get to smash him!"

"Oh, quit your whining," Wind Rider retorted, "You don't need to kill somepony to get revenge. Now, Rainbow Dash will know what it's like to have your life uprooted. It's just too bad the Wonderbolts weren't there to get frozen at the same time."

"And we managed to freeze all those vile creatures that have polluted Equestria, scheming to steal our secrets," said Neighsay, "All that remains is to free Princess Celestia and Princess Luna from the grip of Twilight Sparkle and her infernal friends."

Scorpion thrust his claws to the sky. "I don't believe this!" he screamed again, "We screwed up, and you morons are cheering like we just won the war!" He rounded on Dr. Doom, who'd been sitting on his throne, listening to the entire conversation, "Your big plan failed, tin can! How does the great 'Doom' expect to rebound from this?!"

"Yeah!" Shocker chimed in, "I didn't even get a chance to take on Spider-"

He suddenly froze, shutting his mouth as Doom turned his glare onto him. Scorpion just kept ranting, unaware, even Doom rose from his throne, taking a few short steps towards Scorpion. Everybody in the room except for Gargan was silent as the metal-clad king stared down the Scorpion. Taking notice of the silence, Scorpion quieted down and glanced around him, finally noticing just how close Doom had gotten to him. Beneath his green armor, beads of sweat began to drip down the back of his neck.

Finally, Doom broke the silence. "Failed?" he asked, in a quiet, even voice, as bolts of green electricity crackled around his fingertips. It was somehow more terrifying than if he'd screamed the words. Everybody in the room reflexively started to hold their breath out of sheer terror.

Gargan started to open his mouth, perhaps to apologize, to plead for mercy, to do anything, but before he could utter a word, Doom snapped his arm towards him, sending a line of green eldritch magic towards him, and attaching it to Gargan's neck. With one small gesture, Doom sent a current of lightning down the magical tether.

Scorpion screamed. It was the worst pain he'd ever experienced in his life. It was as though burning hot knives were piercing through his skin, down to the bone, sawing away at everything that made up his body. His brain was boiling inside his skull, his eyes felt like they were melting, and his heart was kicking into overdrive, punching his chest from within with each and every beat. The agony only lasted for a few seconds, but to Gargan, it might as well have been days. With another wave of his arm, Doom released Gargan from the magic tether, letting him drop to the floor with a thump.

"Dr. Doom does not fail," Doom sneered, "That is a simple fact of life, and you would do well to learn it. Does anyone else question Doom's authority? Or will this demonstration suffice?"

Everyone in the room hurriedly shook their heads, terrified that the slightest hesitation would result in them receiving the same punishment. Amora in particular was shivering in panic, like she'd experienced this before. Fortunately for them, this seemed to satisfy Doom, who returned to his seat on his throne.

"I had anticipated that the Avengers may survive our initial attack," Doom stated, calmly, as though he hadn't just tortured one of his underlings for talking back to him, "At the moment, however, thanks to my plan, they are now scattered across two planets, divided, and weakened. In addition, many of their allies have been frozen by my windigos. My plan is going along at a perfect pace, as only Doom's plan may."

"Er, if I may, Lord Doom?" said Titanium Man weakly, raising his hand, "What about the magicians who interfered in the attack?"

Doom shot him a glare, causing him to flinch in fear, but made no move to punish him. "Dr. Strange was not part of my original plan," Doom admitted, "But as a sorcerer, he is a children's entertainer compared to the powers of Doom. He will be dealt with in time."

"Excellent, my master," said Amora, her voice still shaking from the earlier fright, "What shall be our next move?"

"Take some of our soldiers to Canterlot," Doom instructed, "Retrieve the items I planned to acquire. Chrysalis, you remain here. I have much to discuss with you. Everyone else, disperse until Doom summons you again."

The orders were swiftly obeyed, Amora taking Abomination and Titanium Man through a portal, while the rest departed to other areas of the castle. Chrysalis, rightly terrified, meekly approached Doom's throne.

"I would assume you are frustrated," Doom began, "After all, I did not allow you to join the battle in Canterlot."

"N-no, of course not, Lord-" Chrysalis began, only to slam her mouth shut as Doom leaned forward in his throne.

"Do not mock Doom with your lies," he insisted.

"W-well, perhaps a bit, master," Chrysalis admitted, her voice shaking with every syllable, "I-I just w-want a chance at T-Twilight Sparkle, and St-Starlight Glimmer, b-but if you..."

"And you shall have it," Doom promised, "For now, I have two tasks for you. First, it is finally time for you to show me the location of the Tree of Harmony. You are aware of how it figures into my plans?" Chrysalis nodded. "Excellent. As for the second, you desire your revenge?"

"More than anything," Chrysalis replied, her confidence returning a bit. The prospect of revenge, was pretty much the entire reason she'd joined this team, after all. Sure, Thorax was now encased in ice, but it wasn't the same as taking down the ponies who'd ruined everything she'd struggled to build over the years.

"Good," replied Doom, "I have no doubt that the Avengers on Equis will be making their way towards Ponyville as soon as they are able. If you were to lie in wait for them..."

Chrysalis' fear suddenly morphed into malicious glee, seeing exactly where Doom was going with this. "Oh, I would be delighted, master."

"But first, take Doom to the Tree."

* * *

Neighsay, Cinch, and Cozy Glow all scurried as far away as they could from Doom's throne room, not wanting to irritate him anymore than he already was. The three ponies felt like they'd known what they were signing up for when they agreed to work for Doom, but this was on another level entirely. Neighsay in particular was rather struck by just how cold Doom was, and for the simple crime of questioning him. The unicorn hesitated even to imagine what the doctor would do if they tried to leave his employment.

Not that he ever would try, of course. Neighsay had the welfare of Equestria to think about, as well as Princess Celestia and Princess Luna, who still needed to be freed from the corruption of Twilight Sparkle. That was his ultimate goal...right?

"Well," said Cinch, breaking the silence, finally, "I suppose today could've gone better, but it could've gone far worse as well. We stopped that ridiculous Friendship Conference, and now we have only to hunt down Twilight Sparkle and the others, and order will be restored to Equestria soon enough."

"All I need to do is wait for them to show up to Ponyville," said Cozy Glow, with a wicked smile on her face, "Doom gave me a shiny new toy to test out on them."

"Yes," Neighsay agreed, but it came out more half-hearted than he would've like. He cursed quietly as the other two ponies looked at him quizzically.

"Neighsay, don't tell me you're getting cold hooves?" Cinch asked, "Especially now, when we're so close."

"No, no no!" Neighsay insisted, waving his front hooves frantically, afraid they would go to Doom and call him a traitor, "I'm just a little lost in thought, is all. Didn't you see how Celestia looked at us? It was like we'd betrayed her and Equestria. How deep can Twilight Sparkle have corrupted her?"

Cinch opened her mouth to shoot back a reply, but froze as she actually stopped for a moment to think about it. It was true, Celestia had looked upon the two of them with what resembled disappointment more than anything. It was rather sad, actually, considering they were only trying to help. Of course, Celestia couldn't realize that, not under Twilight Sparkle's influence.

"Well, I suppose," she finally said, "It did hurt a little. After all, I love Equestria, and I love the Princesses. And we did get a lot of ponies frozen in the attack on Canterlot..."

"Oooooh, do I sense somepony getting doubts?" squawked Cozy Glow, grinning maliciously, "Do I need to go tell Doom that somepony's a weak link?"

Neighsay's gaze hardened, and his face dropped into an irritated sneer. "There will be no need for that, child," he growled, "We understand that there must be necessary sacrifices for the greater good. You would do well to remember that, too. Now stay out of our affairs."

Cozy Glow sighed dramatically. "You stuffy old ponies are no fun," she complained, "At least I won't have to deal with you when I'm running the School of Friendship." With that, she flapped her small wings, taking off and leaving the two unicorns alone.

Cinch turned back to Neighsay. "She does have a small point, you know," she whispered, glancing around them, looking for sources of surveillance, "We don't know if Doom's watching us, so keep the dissenting words on the quiet side."

"I'm aware of that, I'm no fool," Neighsay snapped, "Now if you'll excuse me, I have things to do."

He turned on his hoof, stomping off into the depths of the castle, but those small doubts continued to gnaw away at his brain, like a tumor that's taken hold, and refuses to let go.

* * *

**Equis, Everfree Forest**

Getting back to the tree was the easy part. Chrysalis just held the memory of the location in her mind, and Doom channeled his magic through her, creating a portal to the location taken from her thoughts, taking them to the tree instantly. Chrysalis actually shivered as she walked up to the familiar crystal structure, remembering what had happened the last time she was here. She herself hadn't touched the tree, and she had no desire to find out what would happen if she did.

Doom, of course, had no such fear, walking right up to the tree's base.

"Master, I wouldn't recommend making contact-" Chrysalis began, but Doom shot her down with a simple look.

With a few sparks of eldritch magic, Doom formed a Tao Mandela in one hand, placing it palm flat against the crystal surface of the tree. He closed his eyes as the magic flowed from his hand into the tree, focusing his magical probe. A blur of golden light appeared beneath the crystal surface of the tree, advancing slowly up the trunk, making contact with the Element of Magic, before phasing out completely.

"It's true," Doom noted, more to himself than to Chrysalis, "The tree is aware, to an extant. It resists my attempts at reaching into its depths. With the Elements of Harmony inside, my magic isn't strong enough to penetrate its defenses. And there's no way to remove them without setting off the tree's defenses. We'd need the Bearers just to safely remove the Elements."

"And it repulses dark magic entirely," said Chrysalis, "My clones of Twilight Sparkle and her friends couldn't even get close to the damned thing. What do we do now?"

"It changes nothing," Doom proclaimed, turning away from the tree, "We need merely gather the artifacts I have already planned for. Combined, their power should suffice to challenge it."

"W-what about the Everfree Forest?" asked Chrysalis, "Without the Elements, the tree isn't strong enough to prevent it from growing over Equestria. How will we deal with-"

"Leave that to me," Doom snapped, "Doom plans for everything. Once I'm done, the power of the Everfree Forest will be meaningless. Now return to your appointed task, Chrysalis. I must study the tree further, to be absolutely certain."

"Y-yes, Master," Chrysalis shakily replied, bowing in haste as she scurried backwards.

Her membranous wings began to buzz, lifting Chrysalis off the ground and taking her away from her master. As much as she hated to serve under another, Doom had more than proven he could overpower her. Not to mention his actions today, which terrified her. As she flew, Chrysalis uttered a silent prayer to whatever deities that were out there that, no matter how this affair ended, she wouldn't do anything to incur Doom's wrath.

* * *

**Equis, Canterlot**

Amora, Abomination, and Titanium Man strolled through what remained of Canterlot. In the aftermath of their attack, the city was more like a ghost town, albeit a ghost town encased in ice. Everywhere one looked were frozen solid creatures, from ponies to Asgardians to kirin to dragons to hippogriffs. It was rather morbid to look at, considering how scared all the imprisoned creatures looked. The one small mercy was that the windigos weren't around to suck the life out of their captives. After all, Doom had no intention to murder all of his future subjects.

Amora directed her two massive henchmen over to two particular frozen victims. "Here they are," she noted, pointing, "Remember, Doom wants them intact. Break them at your own peril."

"We are not mindless buffoons," snapped Bullski, "We will deal with it."

The two giants walked over to where Discord and Heimdall lay in their icy prisons. The terror on their faces was evident, particularly on Discord, as he'd just begun to realize his chaos powers were ineffective against the magic of the windigos. His face was literally frozen in an expression of shock and fear, paralyzed in an eternal scream. Heimdall, on the other hand, had at least gone down with a measure of dignity, his sword raised with both hands and his brown eyes filled with fury. Amora smirked as she watched Abomination lift the ice chunk that contained Asgard's former gatekeeper. She'd always despised him, making this a rare pleasure.

"Well, I believe I have business in the castle," she stated, "Bring those two to Doom, and don't mess it up." With that, she turned on her heel, walking into Canterlot Castle.

Abomination groaned quietly. "I'm really beginning to hate that woman," he grumbled under his breath.

* * *

From inside his cell, the former King Sombra had heard everything that had gone on during the Friendship Conference, or what was supposed to have been the Friendship Conference. It wasn't like he had many other things to do besides listen, anyway. While he didn't understand everything, he clearly heard the Avengers, along with those insufferable Element Bearers battling against some unknown enemy. It was really quite obnoxious, but also somewhat satisfying. After all, it didn't sound like the Avengers had won the battle. And after he heard the screech of the windigos, he figured maybe they'd all ended up as icy statues. It was almost enough to bring a smile to the unicorn's face.

A traitorous thought wandered into his head, wondering if that was really the best thing to hope for. After all, Celestia had promised she'd let him out of this cell eventually. While the prospect of surrendering to the ponies' 'redemption' still sickened him, he'd still rather be out there than rotting in here. However, he pushed those thoughts away angrily. He'd never give in to Celestia, no matter what it cost him.

The creaking of the dungeon door opening attracted his attention. Sombra turned to the dungeon hallway, where a human female was walking towards him. In her hand, she held a long wooden staff with a crystal at the tip. The Staff of Sacanas, used previously by the Storm King in his conquest of Canterlot, however brief it was. Sombra smirked.

"Come to finally free me from this pit?" he asked.

"Not really," Amora admitted, a sadistic smile making its way onto her face, "But you have a purpose you will serve for my master, Sombra."

Her magic quickly ripped out the bars, and with a wave of her hand, she'd entrapped Sombra in a massive bubble of green magic. Then she exited the dungeon, staff and unicorn in tow. Sombra, for his part, raised no complaints about the situation. He figured that, wherever he was going, it had to be better than rotting in Celestia's dungeon.

He would come to regret that decision.


	9. Chapter 9: Far From Home

Chapter 9: Far From Home

**Equis, Near Canterlot**

On the side of the mountain overlooking Canterlot, a massive, mismatched group all sat around trying not to freak out. Considering that dealing with the unusual and strange was pretty much in the description of their jobs, they were pretty well versed in doing so at this point in their lives. However, a large portion of the group was trapped on an alien planet for the first time ever, and naturally, they weren't exactly psyched up about it.

"Aunt May's gonna kill me, Aunt May's gonna kill me, Aunt May's gonna kill me..." mumbled Spider-Man, arms wrapped around his knees, rocking back and forth.

Bucky rolled his eyes. "Kid, I think you're being overdramatic," he quipped, "It's not like you knew there was gonna be a massive attack on us with burning deer...things, and creepy ghost horses that blow ice over everything and didn't tell her."

"Yeah, if you think she'll believe me when I say that, you're dumber than I am," replied Peter, clutching his mask, "Oh man, I am so screwed it's not even funny..."

"You're right, that's not funny at all!" chimed in Pinkie Pie, "Ya wanna hear something really funny? Okay, so a pegasus, a unicorn, and an earth pony walk into a bar-"

"Um, sorry to interrupt what I'm sure is a very important conversation, but can we focus?!" yelled Valkyrie.

"Thank you, ma'am," said Steve, getting to his feet, "We need to decide what we're going to do next."

Steve looked over all those who'd been unable to enter the portal in time. Among the Avengers, besides himself, there was Bucky, Sam, Thor, Vision, Spider-Man, Loki (wonderful), and Valkyrie. From the ponies, there was Applejack, Starlight, Pinkie, Rainbow Dash, and Princess Luna. Then there was that Wong character, who was quietly meditating on a patch of grass. Steve sighed, partially in relief. At least this time, he had some of the more powerful Avengers. When the team had split up before, Tony got pretty much all the strongest ones.

The captain then took a glance over at the city of Canterlot. Or rather, the giant chunk of ice currently taking the place of Canterlot. Steve couldn't help but shiver. This attack had been planned, coordinated for who knows how long. Those windigo things had taken out all the remaining Asgardians, dozens of Canterlot ponies, and all the visiting tribes. Not to mention Nick Fury. It was a terrible thought, and it made Steve's stomach clench with rage.

"They'll pay," he vowed, "For all those creatures they killed-"

"Uh, actually, Steve," said Starlight, poking him with her hoof, "Everybody that got frozen is still alive."

"What?!" shouted Sam, "That...that can't be. Even with magic..."

"No, it's totally possible," Starlight insisted, "Windigos feed off hatred and strife to create more blizzards. Their ice is enchanted to trap anybody inside it in a state of suspended animation, keeping them alive so the windigos can continue to feed off them. Anybody trapped in their ice is still alive, at least for now." She looked over at the mountain city. "The windigos don't seem to be around to absorb their negativity now. Whoever sent them probably recalled them, and is keeping them on a leash."

"But who could capture windigos?" demanded Princess Luna, "They've been diminishing in numbers so greatly since the founding of Equestria they were once thought extinct. Even if they are still out there, it would take very powerful magic to keep them under control."

"Amora could do it," Thor chimed in, leaning on his axe.

"Who was that lady, anyway?" demanded Rainbow Dash, "She knew who you were and everything."

"Amora is a very powerful Asgardian sorceress," Loki spoke up, "Sometimes referred to as the Enchantress. Unfortunately, she had no morals about using her magic to get exactly what she wanted. She stole powerful artifacts and priceless treasures for herself, and even tried to seduce my brother, if you can believe that." The God of Mischief chuckled for a brief period, before a glare from Luna brought it to a halt. "Anyway, Thor and I battled against her and exiled her from Asgard. I haven't heard from her in centuries."

"So yer sayin' this Amora was behind the attack?" asked Applejack.

"No," Thor replied, "Amora may be clever, but not clever enough to organize all of our enemies like this. Somebody is controlling her, and I aim to find out who."

"While I agree with your goal, Thor," said Vision, "We first need to determine our next move. We've lost half of our team, and we also lost the portal that would've gotten us back to Earth. We need to find another way."

Steve turned to Wong. "You and that Dr. Strange guy were able to warp directly to us, right? Could you get us home?"

"Unfortunately, Captain, that's impossible," Wong replied, "I was only able to make that jump because Strange and I combined our powers in a massive teleport spell. With the magic of the ponies here, I could make a pretty good attempt, but the magic here...it's different from what I use. It seems based in this planet. If I tried to use their magic to make the jump, I might accidentally strand us in space halfway between the two planets."

"And that's terrible," Bucky chimed in, "Okay, so we're stuck here. What do we do now?"

"There is another mirror, remember?" Rainbow said, "Back at Twilight's castle, we have the mirror that warps directly to Wakanda. Why don't we just go get it?"

"It's a possibility, Rainbow Dash," interrupted Luna, using her horn to project a map of Equestria in blue light, "But our enemies may be watching us. We won't be able to take the train back to Ponyville. We'll have to walk the distance, down from the mountain. It'll be more difficult, time-consuming, and there are hidden dangers on the path."

"Well, from what I'm hearing, we don't have a lot of other choices," Steve said with a sigh, "We'll just have to bite the bullet and go. Everybody on board with this plan?"

"No," Loki quipped, but everybody ignored him. The others all nodded their agreement.

"Then let's get moving." Steve strapped his shield to his back, "We've got a lot of ground to cover and we have no idea what our timetable is. So let's get to it."

The mismatched team gathered together, looking at Luna's projected map. While Steve, Luna, and Wong discussed what the most optimal route would be, Loki hung back, watching the Princess of the Moon with longing in his eyes. He felt his stomach droop as she continued to ignore his existence. The worst part was the nagging voice in the back of his head, telling him that, in all honesty, he probably deserved the shunning. That he'd done terrible things. Even worse, that voice sounded annoyingly like his mother. Or rather, the woman he'd believed to be his mother. He tried repeatedly to shut that voice up, but it would never stay silent for long.

"You miss her, don't you?" came a voice. Loki turned to the side, finding Bucky observing him.

"Don't act as if you understand, you one-armed cretin," Loki snapped, brandishing his dagger. What right did this mortal have to even speak to him?

"Oh, boo-hoo, poor Loki," Bucky mocked, but his face softened, "Look, I know Luna, and I understand her, probably better than you think I do. She's a good pony, and she deserves to be treated better than you've been doing so far."

"Oh, here is comes again," Loki groaned, rolling his eyes, "You're going to tell me all about how I'm the problem here, and how Luna is right to toss me aside, after our years of friendship."

"Well, if that's what everybody's telling you, maybe they have a point!" Bucky snapped, "Did you ever think of that? Look, if you want Luna to forgive you, you need to make an effort to be forgivable. And from what I've heard, you pulled some pretty bad shit over the past couple of years. You need to start thinking about this from her perspective."

"What would you have me do?" Loki protested, growing more and more angry as the conversation continued, "I can't go back and undo the things I did. I can't make it so that Hela never escaped. I can't-"

"You haven't even taken the simplest step yet," Bucky cut him off, "You haven't looked her in the eye, and said 'I'm sorry.' You know why she and I were forgiven for the stuff we did? Because we repented. Because we didn't try to shift the blame onto somebody else. Because we owned up to what we did wrong. You ever think of trying that?"

Loki opened his mouth to fire back with another angry retort, but it died in his throat. He hated to admit it, and he would never do so out loud, but Barnes did have a point. For all that he didn't regret, Loki was sincerely sorry for making Luna think he was dead. When he'd faked his death, she hadn't even been part of the equation, as she'd still been imprisoned in the moon, and even if she were freed, Loki had believed he'd never see her again.

He sighed to himself as he brushed the hair out of both eyes. He hated this uncertainty. He hated having Luna angry with him. And he hated his pride, which was coming dangerously close to stopping him from ever making amends with her.

* * *

**Earth, Wakanda**

Tony shook his head as he looked over the sleeping form of Bruce Banner. Since the impromptu trip from Equestria, the physicist had shown no signs of waking, which made sense, considering the beating he'd taken. Shuri had looked him over, saying that nothing was really wrong, thanks to the Hulk's healing factor. Everyone had breathed with relief at that, leaving them one less problem to deal with.

"Rest easy, buddy," Tony said, before turning back to his band of misfits.

At the moment, the Avengers who'd managed to make it through the portal, as well as Korg, Dr. Strange, Twilight, Fluttershy, Rarity, Princess Celestia, and Autumn Blaze were gathered in Shuri's lab, resting after the rather disheartening defeat they'd faced back in Canterlot. Tony himself felt more annoyed than anything, but he supposed he couldn't blame the others for being discouraged.

"So, Twilight, any idea how to melt the magic ghost horse ice?" he asked, Twilight having already explained how the windigos didn't kill their victims, "Or how about you, sun butt? You were around when those things first appeared, right?"

"I wasn't exactly present," Celestia corrected him, "Luna and I only reached maturity and ascended after the unification of the three tribes. We were too young to truly remember details from back then."

"I just don't know," Twilight replied, "The Hearth's Warming story only talks about the ponies moving beyond their hatred of each other, and that being strong enough to melt the ice. Star Swirl was the only one who studied windigos enough to know exactly how to combat them, but now he's frozen. I'm sorry, Tony, I don't know."

Tony cursed quietly, causing both Celestia and Rarity to gasp, but he ignored them. "Well, we can't just sit around doing nothing."

Autumn Blaze wiped her eyes sadly. "It's all my fault," she sobbed, "If I hadn't brought the kirin, the windigos wouldn't have been attracted to the niriks' negative emotions, and-"

"Sssh, it's okay," said Natasha, hugging the kirin, "There's no way you could've known. Nobody blames you." Autumn Blaze smiled a bit at the human's kindness.

"We have another problem," Twilight pointed out, "Equestrian magic comes from the natural forces surrounding the planet Equis. Since we're separated from it, we only have a limited supply. It'll last for a while, but once it runs out, Fluttershy, Celestia, and I won't even be able to fly. We'll be completely useless in a fight."

"Not that I was that useful anyway," Fluttershy lamented, but nobody heard her.

"Okay," Wanda spoke up, taking charge, "Clearly, we need a way to pick up Steve and the others who got left on Equis, not to mention figure out who's behind this attack and stop them before they carry on with whatever they're doing. So how shall we go about that?"

"You know, if you'd thought to get away from that fight sooner, we might all be together, and we'd have avoided this problem in the first place," Dr. Strange remarked from his spot in the corner.

"I'm sorry, who asked you, Dr. Strangelove?" Tony retorted, annoyed, "And for that matter, why are you even here? You came to us, and we've never even met you. Except Thor, but that's beside the point..."

"Well, Wong and I detected there was dark magic being performed on that planet, and came to help you out. You're welcome, by the way."

"Whatever."

"If I may," T'Challa interrupted, "We still need a way to get back to Equis. Tony, where is the other portal?"

"Back at the compound. Rhodey's watching it. Any chance we could borrow one of your jets? It would make the trip faster and way easier."

"Well, at least Wakanda no longer has to worry about exposure to the outside world."

"We'll also need to pick up those magic batteries Twilight's talked about from the compound," said Rarity, "Our magic won't last long without them.

"Oh! Oh! I have something!" Shuri chimed in, having been silent for the duration of the conversation. She scurried over to an unmarked table filled with black sand, pressing a couple of buttons. The sand dissipated, revealing what looked like a set of pointed, glowing crystals on belts. "Princess Twilight, ever since you let me study those little portable magic batteries you developed, I've been trying to improve on the design. I've upgraded these with vibranium shells, which helps prevent a lot of leakage. They should last at least a few hours more than the ones you're currently using."

Twilight practically squealed with joy, clopping her hooves against the floor. "Shuri, you are amazing! How did you manage to bypass the vibranium's absorption of the spell's inner matrix!" She started bouncing up and down, talking with Shuri in technicals that nobody could really understand, except for Tony.

The billionaire chuckled at the alicorn's antics. "She really is a gem," he laughed to himself, before turning back to T'Challa, "Anyways, can I use your communicator? I need to make some quick calls."

* * *

"You gotta be kidding me!" Rhodey exclaimed, "We got attacked again?! How can this keep happening to us?! I knew I should've come to that stupid conference..."

Tony had activated T'Challa's holographic communications array, and was currently speaking with projections of Rhodey, Pepper, Scott, Hope, and Clint. The discussion was, of course, surrounding the team's current predicament, and what they were planning to do about it.

"Well, I can't say I'm really surprised," Pepper admitted, "The portal mirror is still safe here, but can you get to it fast enough?"

"Yeah, we got plenty of time," replied Tony, "We just need to pick up the others." He turned to Scott and Hope. "Miss Van Dyne? You up for being an Avenger?"

Hope shrugged. "I've got nothing better to do. You can count on the Wasp."

"Awesome! Finally, somebody who will laugh at my jokes!" exclaimed Scott. Hope rolled her eyes, looking at Tony as if to say "Look what I have to work with."

"Clint, can we count on you?" Tony asked, moving back to the archer.

"I dunno, I'm pretty sure this violates my house arrest," said Clint, thoughtfully scratching his chin, "Oh, who am I kidding, I'm in."

"Okay, we'll make our way to Arrow Guy's place," said Scott, "That way, you can pick us all up, and you only have to make one stop."

"Excellent," said Tony, "See everybody in a few." With the push of a button, he shut off the holoprojector, and returned to the others.

"Okay, we are set to go. Everybody's on board. We just need to-" He cut off abruptly, as another person entered the room.

Bruce Banner, having woken from his sleep, and wearing one of T'Challa's old workout shirts, looked around at the assembled group, who in turn stared back at him. The tension, as well as the levels of awkwardness, began to rise, as nobody dared to break the silence. Not to mention, nobody knew what to say.

"Uh, hi, I guess," Bruce finally spoke, "I'm back. I'm guessing a lotta stuff must've gone down...when I was the Hulk, huh."

"Hi...Bruce," Natasha awkwardly replied, scratching her hair frantically, as one does when they're looking for something to do with their hands, just to lighten the tension of whatever was currently going on.

Bruce looked around the room. "So, I'm guessing we're in Wakanda. Where's everybody else?"

"Most of them are on Equis," said Tony, "You got the crap beat outta you by that Abomination freak you fought before."

"What?! The Abomination's loose?!"

"It's a little more complicated than that. Why don't I explain everything that's gone down since you left?" Tony took Bruce by the shoulder, leading him into another room.

Meanwhile, Twilight, Rarity, and Fluttershy turned to each other. From the expressions on their faces, each could tell they were all thinking the same thing. Bruce's sudden departure several months ago had affected them very deeply, especially Fluttershy, who was rather close to the doctor.

The butter-yellow pegasus stared after Bruce Banner's retreating form, thoughts swirling about her head. She'd felt betrayed by the man's disappearance, considering that he'd acted like he was doing it to protect them from the Hulk, when they all trusted him not to lose control. And Fluttershy had been trying to teach him calming exercises to help with the transformations, yet he'd still run out on them. And when he'd returned, he'd somehow been trapped in the Hulk form, for what seemed like forever. Yet, here he was.

Fluttershy was certain of one thing. She and Dr. Banner were going to have a long discussion, and it wasn't going to be particularly happy.


	10. Chapter 10: Collection

Chapter 10: Collection

**Equis, The Crystal Empire**

With its gigantic forcefield, generated by the magic of the Crystal Heart, the Crystal Empire stood out as unique bright spot in the otherwise barren north Equestria. Everywhere else, there was merely cold and snow, pummeling the landscape and leaving everything buried under a deep blanket of white. It was a rather stark contrast to the lush greenery surrounding Ponyville, or the bright and vibrant mountains around Canterlot, or really, anywhere else in Equestria. Despite this, the Empire itself was a peaceful, happy place, where crystal ponies roamed freely and happy.

Today, however, wasn't one of their happier days. While the important figures of the Empire's government hadn't been able to attend the Friendship Conference up in Canterlot, they had known about it, and how it was happening today. So one can imagine their reaction when they saw that Canterlot, still visible from the distance of the Empire, was encased in what appeared to be a giant block of ice. Crystal ponies had flown into a panic, and it had taken a good deal of time just to calm them down.

Captain Flash Sentry galloped his way to the throne room, where Princess Cadence, Prince Shining Armor, and the royal wizard Sunburst were all waiting for them, along with a sleeping Flurry Heart. Flash bowed low as he approached the rulers of the Empire, before facing them with the steely determination he always tried to put on, no matter the situation. It helped keep ponies confidant in his abilities.

"Has there been any news from Celestia and Luna?" demanded Cadence, trying not to sound impatient, but not having a great deal of success. The anxiety was getting to her far more than she was comfortable with.

"No, Your Highness," replied Flash Sentry, "We've been unable to get in touch with Princess Twilight, as well. We're putting together a squad to approach Canterlot to investigate as we speak. We will be ready to proceed in only a couple of minutes."

"Good," replied Shining Armor, "I'll be coming along with you myself. I want all of our best ponies on this!"

"Yes, sir!" The pegasus spun on his hoof, marching out of the throne room.

Shining Armor sighed to himself. He wouldn't admit it in front of his wife, but he was terrified for Twilight's sake at the moment. First, there was the whole Storm King fiasco at the festival, which had barely even blown over by this point, and now this happened. Shining Armor had been furious with himself for not being there once he found out about it. The panic was setting in, as he'd had nothing to do but think about what was going on in Canterlot. He knew the Avengers were supposed to be there, and he trusted them to protect ponies, but the fact that nobody was returning his letters painted a grim picture. He didn't know what would be worse: Finding Twilight frozen in ice at Canterlot, or not finding her there at all. He swallowed nervously, hoping Cadence wasn't noticing his stress signs.

Shining Armor didn't realize it, but Cadence was going through the same motions and rollercoaster of feelings as he was. Not only was she internally panicking over what may or may not have happened to her beloved sister-in-law, but she was worried about Celestia and Luna. As Princess of the Crystal Empire, Cadence was more than capable as a ruler, but she considered herself on a tier lower than her aunts. If they'd vanished...or worse...along with Twilight, Cadence would be left shouldering the responsibility for ruling Equestria, and that thought scared her. If the circumstances required it, Cadence would willingly step up for the challenge, but she had doubts about her ability to lead so many.

Fortunately for the pair, Flash Sentry came right back into the throne room, cutting off their internal panic attacks.

"Your Highness!" Flash exclaimed, his voice urgent, "There's been an...incident...in the central plaza of the Empire!"

"An incident?" asked Shining Armor, "What kind of incident?"

"Well, sir, a portal opened, and...something came out...look, you should probably come and see for yourselves. They're asking for you anyway."

Now thoroughly confused, Cadence handed Flurry Heart off to Sunburst, who willingly accepted her. The two slowly followed Flash Sentry out to the central plaza, where a dreadful sight awaited them.

As Flash Sentry had stated, there was indeed a portal in the middle of the plaza, formed of orange sparks. Nopony could see exactly what lay on the other side, but they didn't care much, on account of the figures that had emerged from it. First was Minister Abacus Cinch, standing tall and proud as she always did. The second was the powerful Queen Chrysalis, prompting Shining Armor and Cadence to both grunt and stomp their hooves in anger. The others were all humans-at least, Shining thought they were human. One looked like a female, wearing form-fitting green armor. One was completely covered in metal, with a green cloak, and Shining wasn't sure if it was just armor, or his skin. The third was massive, with pale brown skin, and boney protrusions sticking out everywhere. He was hideous.

"Ponies of the Crystal Empire," began the metallic one, "You, like Canterlot before you, have been graced by the glorious presence of Dr. Victor von Doom. This is the greatest day of your meaningless lives, as you will soon become aware."

"Who are you?" demanded Cadence, flaring the light of her horn, "As ruler of the Crystal Empire, I demand-"

"I know all about you, Princess Cadence," Doom interrupted her, waving his hand dismissively, "And frankly, your demands are no concern of mine. You will surrender the Empire to me, along with the Crystal Heart, or you will face annihilation. That's all there is to it."

"Princess, I implore you to follow his orders," said Cinch, "Lord Doom is a man of his word, and he will spare the Empire if you obey. You do not want to face the same fate that befell Canterlot."

"Cinch?! You're part of this?!" yelled Shining Armor. He charged his horn with magenta magic, charging towards the mismatched group. "What did you do to Canterlot?! Where's Twilly?! Where are Celestia and Luna?! What-"

Doom sighed in an overdramatic fashion, and with another wave of his hand, sent thick threads of red energy lancing towards Shining Armor. The unicorn was seized by his neck, his chest, his horn, and all four legs, slammed against the ground, and pitched backwards, slamming him into the side of the crystal castle.

"Shiny!" screamed Cadence, rushing over to her beloved's side, quickly checking him over. He seemed unharmed, for the most part, but he was still unconscious. She turned to glare daggers at Doom.

"Yes, it was my efforts that led to the present state of Canterlot," Doom stated, talking as casually as one might speak about the weather, "And I will exert my will on Equestria as I desire. Now, shall I repeat my request?"

"No, I understood you the first time," Cadence snarled, "Give you the Heart and surrender, or you sick your pets on my subjects, is that correct?" As she spoke, she mentally weighed her options, few though they were. It was clear that the barrier created by the Crystal Heart couldn't be counted on to protect them in this case. Doom's appearance in the middle of the Empire was evidence of that. She cursed quietly, wondering why the Heart, which was able to block unicorn teleportation, couldn't block out this man.

"I am no one's pet!" Chrysalis hissed, baring her fangs at Cadence, "Watch your tongue, or I'll bite it out!" Doom held up his hand, while turning ever so slightly so he could look Chrysalis in the eye, and the changeling queen was instantly silenced. That was telling, Cadence thought. Chrysalis was actually afraid of someone.

"You would do well to respect your superiors," said Amora, fiddling with the green energy swirling around her fingertips, "For we have the power to make your lives very, very painful." Abomination didn't say anything, merely grinning sadistically, punching both fist together with a horrible crack.

Cadence gritted her teeth, trying to hide the fear that was slowly creeping down her spine. "If I give you the Heart, the Empire will become worthless to you," she tried to reason, "The weather out here is dangerous. The Empire will be swarmed with ice and snow and-"

Doom scoffed, as one does when dealing with a notoriously slow child. He pulled open a small panel in his gauntlet, pressing a few small buttons on it. "A matter I've already considered, Princess Cadence. And one I am prepared to handle quite easily."

A low rumbling sound reached Cadence's ears. She looked up, above the barrier formed by the Crystal Heart. A handful of metal cylinders were flying upwards, propelled by rockets in the bottoms, rising to surround the Empire. Soon, they'd risen above the forcefield, and began to twist themselves, arranging so that all were pointed towards the center of the Empire. Metallic panels opened in the sides, revealing odd rods tipped with small orange spheres. Electricity crackled across the rods, and the cylinders were connected by the threads of lightning. With a sudden jolt, the streams of energy projected themselves across the surface of the forcefield, creating a second massive dome of energy above the surface of the first. Cadence swallowed as she realized exactly what the purpose was. Doom was providing his own shield to replace that generated by the Crystal Heart.

"This barrier shall protect the Empire as completely as the previous one," Doom stated, "However, nobody will be able to leave or enter the Empire without my permission, a privilege that shall only be granted as I see fit. Do you understand, Princess Cadence?"

"Yes..." Cadence replied, trying to keep the anger out of her voice. If Doom was this powerful, she didn't like to think about what else he was capable of. He'd backed her into a corner, where the only choices she could make would benefit him.

"Well? Make your decision for your ponies. Life? Or death?" As he spoke, sparks of green electricity danced around his metal fingertips, and Cadence knew he was just using the faintest tips of his powers. She had no other choice.

Turning around, Cadence lit up her horn, enveloping the Crystal Heart in her signature blue aura. With a thought, she yanked the Heart from its perch beneath the crystal castle, pulling it across the central plaza. She levitated the Heart over to Doom, who easily caught it. As she did so, the barrier generated by the Heart instantly faded away, but Doom's new forcefield kept the storm clouds and cold wind from entering the Empire.

"A pleasure, Princess Cadence," said Doom, and though she couldn't see it, she was certain he was grinning maliciously beneath his metallic mask.

* * *

**Equis, The Frozen Wastes**

Garble shivered miserably, using his wings in a futile effort to shield himself from the bitter cold.

"This is so stupid!" he complained, as his claws continued to dig through the snow, "How are we supposed to find this tiny little thing in this wasteland of snow?!"

"Ooh, is that a dissenting voice I hear?" squawked Cozy Glow, a malicious smile forming on her face, "Do I need to tell Dr. Doom that somepony's not on board with his brilliant plan?"

Garble somehow managed to turn even redder through sheer fear. "N-n-no!" he insisted, "I-I wasn't questioning Doom's orders, I swear! I-"

"Oh for Celestia's sake, will you two cool it already?" snapped Wind Rider, as he used his wings to blow away the surrounding snow, "Arguing isn't going to make this little escapade of us go any faster, you know!"

Garble sighed. He hated working alongside ponies. In fact, he hated ponies in general, but right now, there wasn't a lot of choice. Dr. Doom was a terrifying presence, one who he dared not question, much less disobey, lest he wanted to end up the same way Gargan did. And with Cozy Glow floating around like a gnat, he couldn't even complain about it. It was infuriating, but Garble supposed he could endure it. It would be worth it once he was fully in control of the dragons.

Wind Rider was having similar thoughts. All he really wanted was to get some of his former prestige in the Wonderbolts restored, or, failing that, ruin the life of Rainbow Dash the way that she'd ruined his. Yet here he was, working alongside these numbskulls to find some object for Dr. Doom's grand plan. While he was willing to go along with the plan for the sake of getting his revenge, the fact that Doom wouldn't tell any of them the ultimate objective of his plan, except that it would end with the group in control of both Earth and Equis, was troubling. And for the first time, Wind Rider found himself wondering just what would happen next after he took down Rainbow Dash. He shoved those thoughts aside without much trouble, though. As long as he got what he wanted, what did he care? Doom could have Equestria

Garble grumbled more quietly under his breath, hoping to prevent Cozy Glow from hearing him. As he continued to dig, he suddenly felt his claw strike something long and smooth, buried in the snow. He brushed the white powder away from the surface of the object, revealing what appeared to be a curved, red unicorn horn, broken off at the base, stabbed deep into the ground beneath the snow.

"Guys," he said, as he grabbed the horn and held it into the air, "I believe we just hit the jackpot."

* * *

**Earth, Latveria**

Sombra let out another terrible scream as the streaks of energy zapped across his body, shocking him. The former king was currently inside a device resembling a large, plastic bubble, though this one was, of course, not composed of plastic. It sat on a large metal base, with several large electrodes pointed at it from various directions. Nearby, Dr. Otto Octavius sat at his control panel, typing away commands with his metallic tentacles, as he examined the readings the device was giving him on the unicorn's magic.

"Hm, no trace of the Monolith's black magic left inside of you, Sombra," he noted, "That really is a shame. As foolish and incomplete as your plan to rule Equestria was, your ability to control that much dark magic certainly was impressive."

Sombra's only response was to shriek with fury, bucking against the inside of the sphere with all of his strength, but to no effect. "You bucking scum!" he howled, baring his fangs, a few sparks of loose magic flying out from the tip of his horn, "When I am free, I will crush all of you! I'll-"

Octavius sighed to himself, pressing another button and zapping Sombra again. "Such a waste. But don't worry, _King Sombra_," he mocked, "We'll find a use for you yet."

As he spoke, another swirl of sparks appeared in the air behind him, revealing Doom with the Crystal Heart in hand, standing alongside Amora, Abomination, Cinch, Garble, Wind Rider, Chrysalis, and Cozy Glow. Inside Garble's claws was Sombra's broken horn. Doom waved his hand, and the two mystical objects were enveloped in a green aura, levitating them over to Octavius, who caught them with two tentacles.

"We've already obtained two of the artifacts needed for my plan," said Doom, "Now Amora, follow me. We must initiate the next phase."

"Yes, Master," replied Amora, creating another portal. She and Doom stepped through, and it sealed shut behind them.

Sombra, from his position inside the sphere, looked down at the objects Octavius had just been handed. He recognized them instantly, of course, and all that did was make him angry.

"Those belong to me!" he screeched, pounding on the surface of the cage, "Give them back or else I'll-"

Dr. Octavius, visibly annoyed by now, flipped another switch, activating a hidden gas pocket in the bubble, releasing green vapor into Sombra's prison. The dark unicorn faded into unconsciousness within seconds of taking a breath.

"Pathetic equine," he grunted, "Still, he has forwarded our cause by a great deal." He held up Sombra's broken horn.

* * *

Meanwhile, the six members of the legion who'd just returned from their mission had gone their separate ways. Cozy Glow and Chrysalis in particular were part of the task force assigned to Ponyville, waiting for Captain America's group to reach the village. Blonsky had his own mission to prepare for on Earth. Wind Rider, having nothing better to do, decided he might as well hit the gym and train for a little while. But he'd no sooner started to make his way towards it then he'd felt Cinch's magical aura envelop his tail, dragging him down the hall behind the unicorn.

Cinch made a number of twists and turns throughout the labyrinth of the castle. The layout was certainly confusing, but Cinch was good at remembering things, and she'd memorized the layout. She was taking Wind Rider towards the long unused dungeons she was certain Doom didn't have under surveillance. Once they'd arrived, Wind Rider, to be fully honest, wasn't fully surprised to discover that Chancellor Neighsay was there as well.

"Are you freaking kidding me?!" the pegasus complained, "You two are gonna drag me into your little-"

"SHUSH!" Neighsay cut him off, using the power of his magic to seal Wind Rider's lips shut, "Not so loud! Somepony might be listening!"

Wind Rider rolled his eyes, but acquiesced to the order. "I can't believe you two. Sneaking around and talking behind Doom's back. He's gonna catch you, and you saw what he did to Gargan! That was just for questioning him!"

"We know that, you buffoon!" Cinch snapped, "Why do you think we're taking all of these precautions?! And we're not talking about betraying Lord Doom, or anything. We're just...asking questions, is all."

"And considering we joined this effort in order to help Equestria and restore pony society to its proper status, I believe that we are entitled to examine the overall goals of this alliance if we believe that something is wrong."

"No, _you_ joined this team to 'help' Equestria," Wind Rider retorted, "I joined this because the Elements of Harmony and their status screwed me over for no reason other than that they could, and I want payback. Get your facts straight."

"But you're a pony!" Neighsay protested, "You're one of us! Don't you care at all what's happening to Equestria? Don't you care that those other creatures are invading our society, pillaging our secrets, and-"

Wind Rider cut the unicorn off by punching him in the face, knocking Neighsay onto his rear. "Will you just drop it already?" the pegasus snarled, "And let's tell the truth here. You don't really believe that all the dragons and changelings and crap are gonna burn Equestria to the ground. You two idiots just hate them because they're not ponies. And now that this job we're doing is actually requiring you to attack and hurt ponies, you're getting cold feet, and you're thinking you got shafted. Any half-wit with two functioning brain cells can figure that one out."

"B-but..." Cinch tried in vain to protest, but logic seemed to fail her completely. It was like Wind Rider had definitively proven that her purpose in life was misled and wrong, leaving her with no reason to exist. And she couldn't argue against it.

"At least I'm honest. I'm only in this to screw over Rainbow Dash and Rarity," Wind Rider continued, "You two self-righteous bags of crap can't let go of the idea that you're 'The Greater Good,' or some bucking nonsense. Well, we've come too far to let you two screw over our plan now." The pegasus stamped his hoof in a display of aggression. "Either grow a pair and accept it, or turn yourselves over to Doom and let him waste you. If I catch you two plotting one more time, you can be certain I'm going to Doom about it. Understand?" With a huff, he stormed off into the depths of the castle, leaving the two unicorns alone to ponder his words.

"I can't believe it," Neighsay breathed, "I knew we couldn't trust Cozy Glow, but for him to turn his back on Equestria like that..."

"I agree," said Cinch, helping her comrade back to his hooves, "I thought, out of all of them, he would be the one to understand our position, and side with us! But..."

"I suppose it doesn't matter," Neighsay continued, trying to project an aura of confidence, but having little real success, "After all, we have no plans to truly betray Doom. And if he does talk, it'll be our words against his."

"Yes..." Cinch conceded, "But are you sure we can trust Doom? That human...He insisted that I go to the Empire so that they could see me, know that I was working against them...Almost like...But they've allied themselves with that traitor Twilight Sparkle! We can't-"

"Just...just forget it," Neighsay sighed, "We've got to let Dr. Doom carry out his plan for now, and then we can clean up Equestria like we promised. We have to help the Princesses!" Even as he said that, he couldn't escape that nagging feeling deep in his gut. That, despite their conviction, he and Cinch were on the wrong side.

* * *

**Equis, Well of Shades**

Doom stood quietly in the middle of the ancient shrine, a pair of Tao Mandelas formed over his hands, sparking with loose magic. His eyes were closed as he concentrated on reaching into the depths of the ether, searching limbo for a particular lost soul. Amora stood a good distance behind him, observing, and not daring to interrupt him during the spell.

This task wasn't an easy one. Doom, while a master of the mystic arts, wasn't a master of Equestrian magic, being biologically incapable of harnessing it for himself, at least for the moment. His biggest obstacle right now was the infuriating harmony magic, created by the power of that crystal tree. This magic seemed almost alive, with a will of its own, and actively resisted Doom's attempts to manipulate it. Not to mention the Tree currently held the Elements of Harmony inside of it, boosting its power even further. Of course, there were ways to work around this problem, but they took time.

"Amora!" Doom barked, "Boost my strength. I've nearly reached it."

Amora obeyed without question, forming a chain of pure magical energy in her grip and tossing it towards her master. Doom caught it with his own hand, allowing the magical tether to funnel her magic into him, strengthening him.

Beneath his metallic mask, Doom's eyes closed as he concentrated, reaching deeper and deeper into the magical ether, feeling for the magic remnants he knew was there. Once he got a firm grip on the magic, he pulled with every ounce of strength in his body.

Amora actually gasped as a massive, rainbow-colored portal opened in midair, growing wider and wider by the second. This was accompanied by a burst of extra energy, washing over the two and nearly knocking them onto their rears. Doom stood firm, smiling beneath his metallic mask, as the endless black expanse on the other side of the portal was revealed to him. Forming another chain of eldritch magic in one hand, he tossed it into the portal, waiting as the other end drifted aimlessly in the blank space. Then, all of a sudden, the chain pulled taut, as something on the other side grabbed it. Doom pulled on the chain, yanking the unknown being out of the void, through the portal, which sealed shut with a thunderous clap.

The creature...to be honest, Amora wasn't certain exactly what she was looking at. At first, it merely appeared to be a shapeless, black blob, writhing and twisting on the ground, its form filled with holes and tendrils. But after a few seconds, the viscous shape of the object began to shift, first growing four massive pony legs and standing up on its hooves, then a pair of jagged wings stretched out from either side of its back. This was followed by the growth of a horn, and a long head, with two piercing white eyes. The creature's mane and tail weren't composed of hair, so much as smoke, which shifted and blew in nonexistent wind, the same way Princess Celestia's did. Fully formed, the shadowy alicorn drew itself up to its full height, and laughed.

"**I told that fool Star Swirl I couldn't be destroyed!**" cackled the Pony of Shadows, stretching its body and flexing the muscles of his wings, "**At last, I've returned, and Equestria will be bathed in my darkness!**"

Amora gasped slightly at the sight of the massive beast, but Doom didn't flinch. In fact, he chuckled quietly to himself under his metallic mask.

"I'm sorry, Pony of Shadows," Doom replied, "But I haven't returned you from the great beyond for your own purposes."

The shadowy alicorn seemed to notice the human glaring up at it for the first time. "**On what grounds do you speak to me, human?!**" it snarled, "**I am the Pony of Shadows! You are nothing but an insect to me! I shall-**"

Doom, evidently annoyed, snapped his fingers. Chains of eldritch magic emerged from all around the Pony of Shadows, shackling the dark alicorn in place. The chains began to tighten around it, constricting its body and pushing the composing darkness inwards, and a sound like the cracking of bones began resonate throughout the Well of Shades. The Pony of Shadows, furious, ignited its horn, attempting to dispel the chains, but found that its black aura of magic did nothing to his bonds.

"Without a host, your powers cannot be fully focused," said Doom, "And it is only through the powers of Doom that you may overcome this obstacle. But if you want my help, you must pledge to follow the word of Doom. Do you accept?"

**"You can return my previous vessel?"** asked the Pony of Shadows.

Doom shook his head. "Stygian is currently unavailable," he replied, "And besides, after your expulsion from him previously, you could not possess him again so easily. Instead, I will provide you with a new vessel. But you must only follow my commands." He extended a hand towards the floundering creature of darkness. "Do we have a deal?"

The disembodied force considered its options. Doom was correct on one count, at least. Without a host, it couldn't focus its magic properly to enshroud Equestria in darkness as it wished. While the darkness hated to be subservient to another, Dr. Doom had more than proven his capabilities by this point, and was making a heck of an argument as to why he should be considered the master of the Pony of Shadows.

**"Very well,"** it eventually replied.


	11. Chapter 11: On the Other Side

Chapter 11: On The Other Side

**Earth EQG, Canterlot City**

The blaring of the alarm clock was silenced by Sunset Shimmer's fist slamming down on top of the snooze button. Again. The Equestrian girl rolled backwards onto her bed, her eyes drifting closed again. She didn't know why she even bothered to set that thing so unbelievably early. Despite her association with the sun, Sunset wasn't crazy about the morning. Waking up with the sun was for the birds...and maybe Twilight, but that was beside the point. Anyway, it wasn't a school day, so Sunset figured she could afford to drift off for ten more minutes. She relaxed under the covers, letting herself drift away from consciousness...

Only for the alarm to go off once again, jolting Sunset back to reality. She silently cursed the person who'd managed to invent alarm clocks on this side of the mirror as well as in Equestria. Rolling back over to the side with the clock, she reached for the snooze button yet again before a sudden thought struck her.

_Was today...?_ Silencing her alarm, Sunset reached for her phone, checking her calendar app, and finding out that it was, in fact, that day.

With a small squeak, Sunset leaped out of bed, dashing over to the dresser and yanking out a set of day clothes. She hurriedly threw them onto herself, tossing last night's pajamas into the hamper. Fully dressed, Sunset scurried about the small apartment, rushing through every preparation she needed to get done for the day.

Sunset wasn't as obsessive about it as Twilight, but she hated being late all the same. And today was a very important day, considering what she and the rest of the Rainbooms had planned. The thought of being late for it made her stomach churn with anxiety. Of course, she trusted her friends not to get infuriated with her, considering Sunset was usually so dependable, but anxiety wasn't always logical.

Grabbing her phone, Sunset ran through her text messages, trying to recall where the meeting was set up. She breathed a small sigh of relief as she discovered it was located at Pinkie Pie's house, as the distance between it and Sunset's place was negligible. Grabbing her bag, with the two-way journal to Princess Twilight nestled inside, Sunset, pausing only to feed Ray, hurried to the kitchen to scarf down a quick meal before heading out.

* * *

Meanwhile, at Pinkie Pie's house, the remaining members of the Rainbooms were already gathered, patiently awaiting the arrival of the missing Sunset Shimmer. At the current moment, everyone was drowning their boredom in whatever activity they found pleasurable. Pinkie was in the midst of baking some sorely needed refreshments, assisted by Applejack, Rarity had her sketchbook out and was working on whatever inspiration had suddenly hit her in the last five minutes, Fluttershy was brushing Angel Bunny's coat, Twilight Sparkle was working on a project on her laptop, assisted by Spike the dog, and Rainbow Dash was napping, despite the others' attempts to waken her.

Also with the group of girls were three special guests, who were in fact the reason for this little get-together. These three were Adagio Dazzle, Aria Blaze, and Sonata Dusk, otherwise known as the Dazzlings. Formerly power-hungry sirens who fed off negative emotions and sought to use their powers to rule the world, the three had been previously defeated by the magic of the Rainbooms and Princess Twilight, leaving them incapable of singing, or manipulating feelings. However, despite this, the three had eventually gotten over their defeat, and were now on friendly terms with the Rainbooms.

Well, sort of.

"Will somebody tell that prism-haired numbskull to stop snoring?!" yelled Aria, as she typed away on a borrowed laptop, "Seriously, it's driving me up the wall!"

"Aria, I don't think one can exactly control whether or not they snore," said Adagio, casually filing down her nails, "Surely you of all people would understand that."

"Yeah, Ari, you sound like an elephant panting at night," said Sonata, who was busy texting somebody.

Aria grunted, shutting her eyes as Rainbow continued sawing logs. She mentally forced herself to let it go, reminding herself that she was supposed to at least tolerate these people now. In truth, they weren't that bad, just kind of annoying. Besides, after living with Sonata for so long, Aria could probably withstand anything.

The Dazzlings were the focal point of this little escapade the Rainbooms were embarking on. Since their defeat at the Battle of the Bands, the trio had lost all of their magical abilities, and with them, their ability to sing on key at all. Sure, Adagio had taken up singing lessons, but the three were from Equestria. They were magical creatures by nature. They just felt incomplete without any of their powers. The Rainbooms had held a meeting, discussing the issue, and come to the conclusion that the Dazzlings could be trusted. Thus, Sunset and Princess Twilight had come together, planning a short trip to Equestria, where they'd research ways to at least partially restore the Dazzlings' magic.

Sunset had been hopeful at their prospects, especially considering Princess Twilight was bringing along some assistance for this little project. For the past few months, the journal had been filled with recounts of Twilight's experiences alongside heroes from across the stars, the Avengers, who apparently included some of the most brilliant minds that entire universe had to offer. Rainbow Dash had been ecstatic over the whole superhero aspect, of course, but Sunset was more interested in the minds behind such power. The Avengers were apparently in Equestria to help out with a massive Friendship Conference that was being held, so they'd be around to provide input on this affair as well.

If she were forced to tell the absolute truth, Adagio would've said this was all a little overwhelming. Since the Rainbooms had accepted her and her sisters into their fold, they'd been remarkably kind to them, especially considering everything that had happened during the course of the Battle. Now they were even trying to help the Dazzlings regain their magic, the very thing they took away in the first place. Aria, ever the cynic, had claimed they were just easing their own guilt, but Adagio wasn't so sure guilt could overpower one's instincts. After all, most wouldn't be willing to return that kind of power to those who'd once been enemies, even if they felt anguish over it.

"So, um, has anybody heard from Sunset?" Fluttershy spoke up, "It's almost the time we agreed on, and she hasn't shown up yet."

"I wouldn't worry, Fluttershy," said Twilight, "Sunset's pretty punctual, and she usually manages to show up by-"

Suddenly, the front door of the house swung open with a sudden bang, and a familiar red and yellow haired figure charged inside. Rainbow Dash bolted up in her seat at the noise.

"I'm here! I'm here!" she announced to the entire room, as though they somehow hadn't heard her come in, "And with..." she took a quick glance at her watch, "Two minutes to spare! Yes!"

"See? What did I tell you?" said Twilight.

"Pf. Whatever," replied Aria, going back to what she was doing.

"Aw come on, Ari!" protested Sonata, "You said you wouldn't be so sarcastic around the Rainbooms anymore!"

"No, I said I wouldn't outright insult them," Aria retorted, "Asking me not to be sarcastic is like asking me to stop breathing."

"I'd say that's an exaggeration, but I've lived with you long enough," said Adagio, putting down her nail file, "Anyway, Sunset, good job arranging this little affair."

Sunset smiled at bit at the honest compliment. If she were asked to give her honest opinion, she'd say that she was getting on fairly well with the Dazzlings. They hadn't tried to kidnap her yet or anything, at least. All things considered, they'd been remarkably mellow following their defeat, and she thought they could be trusted with their magic again. Though, if she were truthful, she did feel a little guilt she wanted to erase, especially considering she'd never meant to break their pendants in the first place. Sunset sighed as she looked down at her own geode, still sitting in its proper place around her neck. She was glad nobody had brought them up yet.

"Glad to do it, Adagio," said Sunset, "Now, are you sure you want to go through with this? I know, going back to Equestria won't be easy for you, especially considering how long you've been gone..."

"What's there to worry about?" asked Sonata, "A chance to get our magic back, and all we have to do is hang out with a couple of ponies for a while? Is there a downside?"

"I can think of a couple," Aria snarked, "We've been gone for over a thousand years. And didn't you say that Star Swirl douche was still around?"

"Well, sorta," said Sunset, "He and the other Pillars of Old Equestria were released from Limbo a while back. Twilight says you might not have to see him, but if our magic research doesn't get us anywhere..."

"Oh, relax, Sunset," replied Adagio, "We're not that thin-skinned. As long as he doesn't try to banish us again, we can take a little time in his vicinity."

"Yeah! And besides, we had to spend a thousand years in this world. We're not expecting Equestria to be like it was when we left," said Sonata, "Can we take a trip to the beach, though? I really miss those waves..."

"We'll see, Sonata."

"There's another thing," Sunset continued, "See, the way you got here, and the way back home are gonna be pretty different. The spells used to maintain the bridge are formatted differently than the simple vortex Star Swirl created to banish you. The portal might turn you back to your original... forms, I don't know what they're called, or it might turn you into ponies. I just don't know. I just want you to be prepared."

"Yeah! The portal turned my counterpart into a dog, and he's a fire breathing dragon!" chimed in Spike.

"We were hippocampi, for the record," said Aria.

"Well, it'll certainly be a bit of a culture shock," Adagio said, thoughtfully resting her chin in her fingers, "But we'll live, I suppose."

"Okay, good. That reminds me." Sunset reached into her back, pulling out a box and handing it to Adagio. "I picked these up after the Battle of the Bands. Haven't been able to get them fixed, and as far as I can tell, they don't have any power left, but I figured they at least hold some sentimental for you."

Adagio opened the box, knowing exactly what she would see, but wanting to see it anyway. Sitting in the box, in several large pieces, along with many small crumbly bits, were the three rubies the Dazzlings had once worn on their necks. Adagio smiled a bittersweet grin as she picked up the biggest chunk, staring at her reflection in the gemstone. She wasn't certain which one had been hers, but she felt the same connection to them, feeling nostalgia wash over her. Sure, she'd moved on, in essence, from the defeat, but she couldn't escape the empty feeling and the lightness around her neck from where the pendant used to hang. Aria and Sonata looked over her shoulder, and she could tell they had similar feelings.

"Thanks, Sunset," said Aria, resisting the urge to throw out another quip.

"Now darling, I feel I must ask," Rarity spoke up, "Are you certain about this little trip of yours? From everything you've told us, Equestria isn't exactly a walk in the park. Are you absolutely prepared?"

"I'm sure," Sunset answered, as she reached into her bag once again, "I'm from Equestria, and I'm pretty sure I can handle anything that we might have to deal with. Besides, we'll have Princess Twilight and the other Avengers backing us up. What could go wrong?"

"Shouldn't have said that," muttered Fluttershy, but she was so quiet nobody noticed.

Sunset pulled out the journal that bridged the gap between worlds. She pressed her pen to a blank page, and began to write. "Dear Princess Twilight; I hope the Friendship Conference went off without too much trouble. Anyway, the Dazzlings and I are going to make our way down to the mirror portal now, and we hope to see you when we arrive. Looking forward to doing research with you, Sunset Shimmer."

Her message complete, Sunset set the journal down, waiting for it to begin its trademark buzzing as Princess Twilight's response appeared on the page.

And waited.

And waited some more.

"Well, somebody's not being very proactive," Adagio chuckled to herself, peering down at the unresponsive journal, "You'd think a princess would know to respond more quickly."

Sunset shot her an annoyed glare, but said nothing about it, having grown used to Adagio's little comments by now. "I guess she must not be near the journal right now," she surmised, "Maybe she's too busy with the Conference."

"So what happens now?" asked Aria.

"I think we should still just go for it," replied Sunset, "She said before that we could come into the Castle anytime, and that she'd have ponies waiting for us. No point in really putting it off, I guess."

"Darling, are you certain we shouldn't accompany you?" Rarity chimed in, but at the look Aria shot her, quickly added, "Not that I don't trust you, or anything, I promise! It's just that we've never been to Equestria for a substantial length of time, and, well..." She mulled over her words, before finally blurting out, "I want to compare designs with my pony self!"

"Yeah! And Pinkie and I could trade party tricks!" said Pinkie.

All the others looked at Sunset, similar pleading expressions on their faces.

Sunset had a brief chuckle. "I'm sure they'd love it, guys, but your counterparts are gonna be busy with the Conference and everything. I promised Princess Twilight we'd discuss having the pairs meet up at some point, but it's just not feasible right now."

"Oh, alright," Rainbow acquiesced, "But next time, we're totally having a joint universe party. And both Pinkies are gonna throw it."

Sunset winced, but concealed it from the others. "I don't know if the fabric of reality is ready for a duel Pinkie Pie party," she whispered to herself.

* * *

As Applejack's old van pulled up right next to the empty Canterlot High, Sunset looked around nostalgically. She and the rest of the girls didn't really have much High School left, and would soon be departing for college. It was a bittersweet thought, the idea of leaving the place where she'd learned real friendship behind, but she supposed she could accept it. She looked at the pedestal where the now destroyed Wondercolt statue had once stood, but the portal still remained.

At the same time, Adagio sat quietly to herself, her hands beginning to sweat ever so slightly. She'd missed Equestria, it was true, but the idea of going back after so long was somewhat intimidating. Even after the display of confidence she'd put on for Sunset earlier, she could feel her nerves creeping up on her. Would anything be the same? Would she ever recognize the seas of her home if she saw them again? What would she-

She stopped rubbing her hands together, as two more laid themselves on her shoulder. Adagio turned, finding Sonata and Aria behind the comforting gesture.

"Hey, it'll be alright," insisted Sonata.

"If they try to make us stand trial or something, we'll kick their asses!" asserted Aria, thumping her fist to her chest.

"How'd you know?" asked Adagio.

"You do that thing with your hands whenever you're nervous," replied Sonata. Adagio immediately pulled her hands away from each other.

The van finally pulled to a stop, and Sunset was the first one out, her backpack strapped to her back. "Alright, girls!" she proclaimed, "It's field trip time!"


	12. Chapter 12: Are We There Yet?

Chapter 12: Are We There Yet?

**Equis, Everfree Forest**

"Cause I love to make you smile, smile, smile, yes I do..."

Bucky couldn't take it anymore. "Dammit, Pinkie, now it's stuck in my head!"

"Sorry!"

Steve considered reprimanding them both, Pinkie for singing constantly, which wasn't actually improving anybody's morale, despite the pink pony's best hopes, and Bucky for lashing out, but he decided not to. After all, the one-armed soldier wasn't the only one who wasn't enjoying himself at the moment.

After making their way down from the Canterlot mountains, Steve's group had trudged across the plains towards Twilight's Castle. Worried that their enemies could be tracking their moves, they'd decided to make their way to Ponyville by going around and passing through the greater Everfree Forest. Nobody was worried about getting lost, since Princess Luna had most maps of Equestria memorized, and knew which directions to take. However, the Everfree wasn't a pleasant place by any stretch of the imagination, and this trip was no exception. Everybody had been forced to wade through deep mud, push through ivy, and been harassed by flyders. As a result, everybody's spirits were pretty low.

"You guys have spiders that fly on this planet?" Spider-Man had asked as he swatted at the obnoxious creatures buzzing about his head, "Why couldn't I have been bitten by one of them?"

"Ah dunno, Pete," replied Applejack, "Ya'd probably have grown creepy wings or somethin'."

While the team continued to converse among themselves, Steve pulled out the pager Fury had tossed at him. It still had the symbol of the red, white, and blue star imprinted on it, and Steve guessed that it meant it was still transmitting whatever signal it had sent out to begin with.

"So, any idea what that thing's for?" asked Sam, looking over Steve's shoulder.

"Nope," replied Steve, "All Fury had time to tell me was not to lose it. I have no idea why, but he did, so that's what I'm doing."

"You still trust him? After everything?" asked Bucky.

"I'm not saying he made it easy, but yes," said Steve.

The next few minutes passed in silence, as the group proceeded quietly through the woods, chopping away branches in their way. During this trip, Thor obeyed the order Steve had given him to keep an eye on Loki. He was the logical choice, considering how he and Loki had grown up together, and how familiar he was with Loki's tricks and deceptions. Thor, wanting to believe in his brother, had protested the decision, but ultimately agreed. After all, he'd been the one to go through Ragnarok alongside Loki, the others still had plenty of reason to doubt the trickster.

Loki, for his part, wasn't happy about having his own personal watchdog, but his mind was elsewhere at the moment. He'd been mulling over what Barnes had said to him regarding Luna, how Loki was the one truly responsible for her current (low) opinion of him. Loki didn't like to admit it, but at the moment, he was beginning to feel like that held more and more weight. He'd done terrible things, that was for certain. He'd attempted genocide, tried to enslave an entire planet, and imprisoned his father-not his father, he corrected himself, but still the man who'd raised him-and for what? What did he have to show for it? What was left of Asgard hated him, and Luna, the one being in the Nine Realms who truly understood him, hated him as well.

Loki sank to his knees, the faintest bits of tears beginning to form in his eyes. He had no place in the world, no reason to exist. Even Thor had probably given up on him at this point. What was the point of going on? They'd all be better off without him. He should never have-

"Loki, what are you doing?" asked Thor, jolting the trickster out of his own mind. Loki blinked a few tears from his eyes, shaking his head, clarity returning to him all of a sudden. Why had he been thinking those self-deprecating thoughts? He didn't believe them, he knew he had value. Looking up, Loki was embarrassed to see that everyone in their group had stopped and was now looking at him with increasingly perplexed expressions. At least he thought it was all of them. A sudden fog was eclipsing his view.

"Sorry, sorry," he hastily apologized, "Something came over me, I don't know what."

"Well, whatever," said Vision, "Where'd this fog come from? I didn't see any clouds in the sky on our way down here."

"The Everfree Forest's weather operates on its own rules," explained Rainbow Dash, "It's not even like it is on your planet, where weather at least has patterns that can be understood. Here, it can start raining in seconds, and then revert to sunny in the space of about five seconds. There's no way to predict it. Believe me, Twilight's tried enough times."

"Ah hope we don't get lost in this crap," said Applejack, waving her hoof in front of her face in an attempt to dispel the vapor, "This place is enough of a maze with clear light."

"Wait a minute," interrupted Princess Luna, igniting her horn as she looked from side to side, "Something's amiss here. This fog...this isn't natural."

"Uh, didn't we just establish that this place is naturally weird?" asked Valkyrie, "Come on, we don't have time to waste."

Everybody started to walk again, only to be cut off by the sound of Starlight's voice.

"No, no, she's right," insisted the unicorn, her own horn blaring with magic as well, "I don't like this..." She closed her eyes for a second, focusing her magic, before they suddenly snapped open again, filled with pure panic. "EVERYPONY DOWN!"

Steve's soldier instincts kicked in, as he dived onto his stomach. The others followed without hesitation, as Starlight charged her magic, sparks and white stars flying out of her horn at regular intervals. Rearing back, Starlight stomped her front hooves, sending out a wave of pure force from her horn. Nobody got hit, but the fog was blown off into the trees, clearing up everybody's vision.

"Uh...not that I'm not glad we can see again," said Sam, "But what the hell was that for, Glimmer?!"

"That wasn't fog," Luna interrupted before Starlight could throw an angry retort, "It is a predatory creature known as a D'Spair. It creates feelings of intense sadness and misery using a being's own thoughts, such that its victims have no will to move, and they just sit there until they die. Then it digests them."

Loki breathed a small sigh of relief. So he hadn't just been having a moment of emotional weakness. That was a relief.

Hearing the description made Spider-Man shiver in his costume. "So, on this planet, simple fog is trying to kill you?" he asked for confirmation, "I'm beginning to rethink my opinion that this place is some sort of paradise."

"Hey!" protested Starlight Glimmer, "From what I hear, Earth is no picnic either, Spidey!"

"Can we focus?!" screamed Valkyrie, pointing up at the sky, "We've got bigger problems!"  
Indeed, she was right, as the same patch of fog seemed to be rolling towards them faster than the wind was blowing. In fact, there were several of the blights approaching from all directions, boxing them into a corner.

"Oh for Celestia's sake!" Starlight cursed. She tried to ignite her horn again, but all she got were a few fluttering sparks of loose magic. "I can't fire like that again for a minute! Everybody just try to stay calm and think happy thoughts!"

"There's no need to fear, Miss Glimmer!" insisted Luna, flaring her own magical aura at maximum intensity, "I will protect us in your stead!"

With those words, Luna's horn charged and fired off a thunderous beam of magic, punching a hole through one of the D'Spairs and causing the remnants to dissipate into the atmosphere. Turning her head, she fired off several more blasts, vaporizing more and more of the creatures. But as the others could see, she was fighting a losing battle from the beginning. The D'Spairs were coming in fast and furious, and Luna was expanding a great deal of magic just to kill them.

"It is no use!" she finally admitted, "I cannot keep this up! They are...they are..."

Bucky, realizing what was happening, charged over to his friend. "Luna! Don't give into it! Don't let it feed you those thoughts!" He grabbed the princess by the wings and shook her, but Luna failed to even realize he was there.

"I should've never returned," Luna mumbled to herself, her eyes beginning to water, "I deserve to be punished...for the Nightmare..." Bucky yelled at her some more, but his will was beginning to falter as well, and he still couldn't reach her.

The battle, if one could call it that, was going poorly. Thor, Vision, and Starlight, being the only ones who could harm the D'Spairs, were firing blasts of their own energy into the rolling clouds of fog, but more of the creatures swiftly rose up to replace their fallen comrades. They washed over the group like swarms of ants, and soon, the terrible plague of sadness began to affect all of them.

Thor, remembering how he'd carried out the destruction of his very home. Starlight, feeling the guilt over her villainous actions return tenfold. Valkyrie, seeing her sisters slaughtered by Hela once again. Applejack, recalling the faces of her parents, faces that she knew every feature of. Sam, hearing the sound of the explosion and the smell of the fuel as Riley's plane exploded.

Steve dropped his shield, falling to his knees, as memories of the war rushed to the surface. The endless chattering of gunfire. The friends who fell and never rose again. Saying good-bye to Peggy as he flew the Hydra jet into the water. What was the point of going on? What-

"Hey, hey, hey!" yelled a familiar voice, grabbing Steve by the head and shaking it around, jostling his vision, "Come on, Cap, snap out of it! You gonna let some scary fog get to you?"

Steve blinked, his eyes dripping as he refocused on the sight in front of him. Spider-Man was currently poking him in the side, trying to keep him from mentally drifting off (at least, that's what Steve hoped he was doing).

"You can't give into the sadness, Cap!" Spider-Man insisted, "It's like the horse in that really old movie, The Neverending Story. If you give up, you'll die here!"

"Yeah! And that would be a real bummer!" chimed in Pinkie Pie, bouncing around the group. She hopped over to Applejack, poking the farm pony with one hoof. "Wakey-wakey, Applejack! We've got work to do."

Steve gritted his teeth, trying to suppress the painful memories that kept surfacing. Somehow, the misery that had come from the creatures seemed to be weakened. It was as though Peter and Pinkie were somehow the antidote to their poison. He managed to struggle back to his feet, as Spider-Man moved on to the others.

"Come on, guys!" he shouted, pulling on Starlight's mane, "Everybody up and at 'em! We got better things to do than sit around and suffocate! We have a job to do!"

"He's right!" added Pinkie, poking Thor with one hoof, "Sure, your memories are sad. But the smoke monsters are cheating! They're not letting you think of all the happy memories! The sad stuff doesn't last forever! I Pinkie Promise you!"

As he blinked the last few tears from his eyes, Steve stared at Spider-Man. Through the blur of the moisture, it was difficult to be sure, but he could've sworn there was some sort of blue aura surrounding the costumed teenager, hovering around him. Behind the white lenses of his mask, Steve thought he could see more blue light glowing and pulsating. But he shook the thought from his head. Now wasn't the time to be focusing on something so small. Steve started to stumble towards his comrades, endeavoring to shake them out of the spell.

"Come on, Sam," he grunted, shaking his fellow soldier, "We gotta go. The kid's right."

Steve didn't notice, but the same blue glow that surrounded Peter pulsed around his hand, seeming to transfer to Sam upon contact. The Falcon shivered as the grip of the D'Spairs broke on him, looking up and becoming aware of his surroundings once again. Meanwhile, Spider-Man and Pinkie had managed to get the others out of their funk.

"Come on!" Spider-Man called to the others, grabbing Steve's hand with one of his own, "We gotta get out of this forest! Everybody hold onto each other, we can't afford to let go!"

The team obeyed without hesitation, even as the D'Spairs still swarmed around them. Steve grabbed Sam's hand with his own free one, who in turn grabbed Rainbow Dash's hoof, and the trend continued. Soon, they'd formed a living chain with Spider-Man at the front, and Pinkie at the back, and they continued down the path towards the forest exit. The D'Spairs continued to hound them, but somehow, they found it easier to resist the miserable memories they drudged up. Pinkie's declaration that sadness was temporary resonating in their brains, they made their way through the forest, eventually emerging at the outskirts of Ponyville, next to Fluttershy's cottage. Once they'd exited the forest, the D'Spairs seemed to shudder, as though grunting in frustration, before drifting back into the depths of the Everfree.

"HA! Beat that, you foggy freaks!" Spider-Man yelled after the retreating creatures, "So long, suckers!" He pulled up his mask just to blow raspberries at the retreating creatures.

Everyone else just breathed a sigh of relief, feeling silently embarrassed that they'd cried in front of all the others. Loki in particular felt rather annoyed, but he pushed it behind him.

"Well, I can't say that was the most pleasant experience of my long life," said Luna, stretching her wings, "But we got through it. You have my gratitude, Pinkie Pie and Peter Parker."

"Aw, it was nothin'," said Pinkie Pie, somehow making herself blush at will. Nobody could tell, but Peter was actually blushing for real under his mask.

Steve, having fully recovered by now, looked back at Spider-Man, searching for that strange glow that he'd sworn he saw. There was no trace of it, but now that he looked at Pinkie Pie, the color of the blue balloons on her Cutie Mark was similar in color to the aura he'd seen.

"Hey, uh, Spidey," he began, "How'd you manage to remain unaffected by those things, anyway? I mean, Pinkie Pie I kind of get, she's the Element of Laughter, but why you?"

"Um...well..." Spider-Man stumbled over his words. Even after all this time, speaking to Captain America was still kind of intimidating. "I...I don't know. I just knew, as soon as all of you guys started falling apart back there, I had to do something to get us out. I could feel those things trying to invade my brain, but it's like something was...blocking it."

Steve thoughtfully scratched his chin, pondering his explanation. He wasn't lying, that much was obvious. He truly didn't know how he'd managed to evade the D'Spairs. Steve decided to file that information away for later.

"Well, you did a good job, kid," said Valkyrie, clapping Spider-Man on the shoulder, "You probably save our hides. Kind of embarrassing to die to evil fog monsters."

Peter blushed again, but luckily, his mask hid his face from the woman. "T-thanks, Angry Girl." Valkyrie grimaced slightly at the nickname, but said nothing.

"I have to give it to you, it must take some kinda crazy willpower to resist those things," Rainbow Dash admitted, "At this point in my life, Pinkie almost never surprises me anymore, but you really pulled one out of your hat, Web Head."

"As much as I'm enjoying us embarrassing Spider-Man," Vision interrupted, "Shouldn't we be getting into Ponyville by now?"

"Probably," Steve agreed, "Come on, everybody!"

* * *

"Uh, ya mind fillin' us in on the plan, Cap?" asked Applejack, keeping herself pressed against the side of the building.

The group was currently sequestered behind the Ponyville Bowling Alley, the largest building that could hide them from the sight of the town's residents. Rainbow Dash, at Steve's request, had done a quick arial sweep of the town, using the clouds to cover herself and stay hidden. She'd reported that the town looked pretty normal as far as it went, with ponies hustling and bustling around town, with no monster attacks or anything of the sort disrupting their daily lives. Still, the captain refused to allow any of them to reveal themselves.

"We can't take any chances," he started explaining, "Whoever sent the windigos and all those villains to Canterlot will no doubt be trying to hunt us down and exterminate us after our little escape back there. They could have spies in Ponyville, waiting for us to show up. What we need to do is slip into Twilight's Castle and get the mirror without being spotted."

"A wise decision, Captain," said Wong, giving a small salute.

Steve nodded, then turned to the ponies. "Is there anyone we can for absolutely certain trust in this town? Someone who could get the mirror for us?"

"Oh, I know!" exclaimed Starlight, "Cozy Glow! We left her in charge of the School of Friendship while we were away at the conference!"

"That tiny little salmon-colored pegasus?" asked Thor, "Well, I suppose. She is just a child, after all."

"So how are we gonna ask her?" said Pinkie Pie, "Ooh! Rainbow Dash can write a message in the clouds! Or I can spell out a message in cupcakes! Or-"

"Or I can just cast a temporary cloaking spell over us, and we can walk there," Loki interrupted the pink pony, "Unless you don't trust me not to stab you."

"I wouldn't put it past you," Luna grumbled under her breath, but she made sure Loki didn't hear her.

"Or I could just open a portal there," Wong chimed in, waving his hands and creating the familiar orange sparks, forming a hole in the air, "I can actually see it from here, there was no chance of misfiring." Sure enough, the portal led directly outside the School of Friendship.

Steve stepped through the portal cautiously, looking up at the School, along with Twilight's castle. "Handy," he commented, "Thanks, Wong."

Loki sent an irritated glare at Wong, but the sorcerer either didn't notice or didn't care.

The team made their way through the portal, before entering the School and heading for the main office. Thor cautiously pushed open the door, finding Cozy Glow sitting in Twilight's chair, looking over some papers.

"Oh! Mr. Thor!" said the filly, looking up at the sound of the creaking door, "Welcome back! Is the conference over?"

"Er, not exactly," said Thor, "There was an...incident."

Cozy Glow looked past him, seeing the others peeking out from behind the door. Pinkie Pie waved politely. Cozy Glow waved back awkwardly.

"Listen, Cozy Glow," said Thor, "We need you to retrieve something from Twilight Sparkle's castle for us. It's a mirror with jewels encrusted in the frame. Can you go get it and bring it to us?"

Cozy Glow perked up immediately. "Sure, Mr. Thor! I'd be happy to help!"

Nobody noticed that she reached into one of the desk drawers, pulling out a small, cylindrical device with a red button on top. A rather wide grin spread across her face as she pressed the button.

* * *

The team made their way back outside to wait for Cozy Glow to come back. They hid behind the school, where they were unlikely to be spotted.

"So are we just supposed to stand around here for now?" asked Rainbow Dash, "I don't suppose anybody brought any party games or anything."

"I did!" exclaimed Pinkie Pie, pulling out a loose brick from the school wall and reaching behind it to retrieve a piece of paper, "I keep 'em hidden all around Equestria in case of boredom emergencies."

"Pinkie, this is sudoku!" Applejack complained, "Ya know Ah hate this game!"

"Whoops! Sorry, Applejack. I guess I must've hidden the darts game over by the Ponyville Spa. Hey, Mr. Wizard? Can you warp me over there-"

"Uh, guys?" Spider-Man interrupted, "Not to alarm anybody, but I'm getting that tingling in the back of my neck that signals when something bad is about to happen, and-"

Spider-Man cut himself off this time, leaping away from his current position. This turned out to be a good decision, as a massive metallic leg came crashing down on the spot where he'd been standing mere seconds before. This of course prompted everybody to jump into fighting stances, as their eyes followed the metal appendage up to its point of origin.

The leg led up to a large pod, with three more emerging from it. Sitting in the pod's cockpit was Cozy Glow, smiling like an absolute lunatic.

"Sorry, everypony!" she snarked, raising one of her walker's legs again, "I couldn't find the mirror."

"Don't worry about it, kid," came a voice. Scorpion emerged from behind a tree, clicking his pincer claws together. "After all, you did find us."

More familiar figures began to come out, including Batroc, Shocker, Garble, Wind Rider, Amora, Ahuizotl, and what appeared to be a second Cozy Glow. Of course, Starlight wasn't surprised when the second one turned into Queen Chrysalis.  
"She's in league with them," breathed Steve. Nobody said a word as everybody turned to look at Starlight.

"Okay, I screwed up! I'm sorry, jeez!" protested the unicorn.

"Oh, don't be too concerned about your standing with your friends, Starlight Glimmer," cackled Queen Chrysalis, igniting her horn with sickly green light, "Soon, you'll have no concerns whatsoever."

Behind Chrysalis, a swirling black portal began to emerge out of the air. Out of the portal came the silhouette of a massive alicorn, with blank white eyes, and a gigantic wingspan. None of the Avengers recognized it, of course, but the ponies let out a collective gasp.

It was the Pony of Shadows.

* * *

Sunset Shimmer gasped as she stumbled out of the mirror, falling off of her hooves. The now-unicorn tried to support herself with her front hooves, but she hadn't yet remembered that she didn't have fingers anymore. Her mane flipped and dangled in front of her face, blinding her temporarily.

"I am never gonna get used to that," she grumbled, placing her hooves flat against the floor. With a final push, she managed to set herself right on all four limbs once again. She experimentally flexed her legs, and ignited a bright flare from her horn, her brain readjusting itself back into pony mode once again.

Three more thumps resounded behind Sunset, who turned around to see what exactly the results would be. Three more ponies sat behind her, all in various states of chaotic disarray. Sunset blinked at the three forms, who were still recognizable as the Dazzlings, same hairstyles and all. Adagio now had a unicorn horn sprouting from her poof, while Sonata sported a pair of pegasus wings. Aria was an earth pony.

"Huh," said Sunset, "It turned you into ponies after all. I bet Twilight will want to write this down."

Adagio blinked a couple of times, as she struggled to get back on her hooves. "Every time you go through the portal, you have to deal with that light show?" she asked, "How have you not gone blind?"

"I warned you to shut your eyes," Sunset quipped, "Here, let me help you."

Sunset's red aura ignited around the three Dazzlings, levitating them slowly off the ground. With a few twists, Sunset repositioned their legs, and then set them gently on their hooves.

"Hey, this isn't so bad!" said Sonata, spreading her new wings, "And hey, check this out! I can fly-" She took off like a bullet, flying straight into one of the walls.

Aria suppressed a laugh at her sister's antics. "I suppose it could be worse," she said, looking over her own body, "I do feel a lot stronger in this form."

Adagio closed her eyes, trying to concentrate to activate her horn, but only succeeded letting off a few magic sparks. "Hm. Guess I'll need to learn how to use this thing."

"Don't worry," said Sunset, "We can teach you that. I wonder why Twilight isn't here to meet us. I mean, I'm not worried, but-"

And that was when the explosion outside of the castle reverberated all around them.


	13. Chapter 13: Grudge Match

Chapter 13: Grudge Match

**Earth**

Previously, Twilight was the only one of the ponies who'd taken a ride on one of Earth's flying vehicles. Now, having borrowed one of T'Challa's ships, Rarity, Fluttershy, Tempest, and Celestia (along with Autumn Blaze and Spike) got the chance to experience it for themselves.

Suffice to say, it wasn't exactly the time of their lives.

Fluttershy had previously been shivering with fear under the benches, until Natasha had informed her that it was safer to be strapped in. Now she had her seat-belt on, her legs curled to her chest, as she quivered.

"Why exactly are you freaking out so much?" asked Korg, "You've got wings, don't you? Aren't you used to flying?"

"Not this fast!" squeaked Fluttershy.

The others were faring a little better. Rarity had strapped herself in as well, though she wasn't shaking as hard as Fluttershy. Tempest, having become accustomed to being on airships due to her time with the Storm King, was quietly meditating on the floor, with her eyes closed tight. Celestia was deep in thought, only being jolted out of it due to the occasional burst of turbulence. Autumn Blaze seemed to be enjoying herself, watching the concentrated mass of clouds zip by through the window, alongside Spike, who was definitely having a good time. Twilight herself was up in the cockpit with Tony, who was driving. She was too concerned to be enchanted by the sights.

"It'll be okay, Twi," Tony comforted her, taking one hand off the controls for the briefest of seconds to pat Twilight on the shoulder, "Sure, this whole thing is pretty new, but it's nothing we can't handle."

"I know," Twilight replied, "I know, there's no real reason to be scared. But still..." She struggled to admit what she was really feeling. "I guess it's just being trapped on Earth like this. Stuck on an unfamiliar world. It's not as bad as when I went through the mirror, because it's not just me and Spike, but it's still nerve-wracking. I wish I knew who was out to get us, who would go so far as to sick Windigos on us."

Tony shrugged. "I wish I knew, Twilight. But none of our old enemies who are still alive are smart enough to pull this off. We'll just have to track them down somehow."

Twilight nodded somberly. As much as she liked Tony, he wasn't the biggest optimist of the team, and thus, not the best at comforting. If Pinkie Pie were here, she'd have been able to make everybody smile, but she was either stuck on Equis, or captured. Sighing quietly to herself, Twilight got to her hooves, and walked into the back of the jet, rejoining the others.

She looked around the seating area, before deciding to take the empty spot next to Princess Celestia. Her former mentor acknowledged Twilight with a nod of her head, but otherwise said nothing. Twilight didn't blame her. What was there to say?

Her attention was drawn to Fluttershy, who was still compacted in her seat, quivering with fear at the speed of the aircraft. The pegasus had her eyes shut as tight as they could possibly go to avoid looking out the windows, and Twilight felt a stab of pity in her heart. But before she could go over to try and comfort Fluttershy, somebody beat her to it.

"Hey, it's alright," said Bruce Banner, climbing into the seat next to the butter-yellow pony, "Wakanda has the most advanced technology in the world. There's absolutely no chance of this ship crashing." He patted Fluttershy gently between the wings, and the pony seemed to calm down a little.

As she realized just who she was talking to, though, Fluttershy's demeanor suddenly turned rather cold. She shied away from Bruce, taking great effort to avoid looking at him. Bruce, being far from oblivious, didn't fail to notice this, and his expression turned rather downcast. It didn't take a genius to figure out exactly why Fluttershy was upset with him, even though he was one. Bruce slumped in his seat, trying to think of some way to bridge the gap between them.

"So, anything new with that animal sanctuary you were working on?" he ventured, but it had no effect. Fluttershy didn't even acknowledge he'd said anything.

Bruce sighed internally. There was nothing to do now except bite the bullet.

"I'm sorry I ran away, Fluttershy," he admitted, "I promise, it had nothing to do with you. I just...I freaked, okay?"

"Why would you throw it all away?" Fluttershy demanded, rounding on the physicist, angry. Bruce hadn't been on the receiving end of the Stare before, and now that he was experiencing it, it drove him to lean as far away from the pegasus as he could. "You know we would be there for you if you needed it! You know we all cared about you! I cared about you! But you still deserted us! Why would you do that?!"

"Because of Ross!" Bruce finally mustered the courage to snap back. "I didn't know he was spying on us until it was too late. And believe me, he'll do anything to get to me. Because he wants the Hulk. He wants to dissect the Other Guy out of me and replicate him. I can't let that happen! And I couldn't let him screw with the rest of you trying to get his grubby hands on me!"

"But we would've been perfectly willing to fight for you!" retorted Fluttershy, "We would've stood up to Ross no matter what it took! And now you're probably in more trouble with him, and the Hulk thinks we all hate him and only love you! I wanted you to be able to learn to live with Hulk better, but we didn't get the chance because you ran away, and..." Fluttershy's remaining words dissolved into a flurry of sobs as her shoulders shook.

Bruce looked like he might tear up a little as well, but he managed to resist it. He placed a calming hand on Fluttershy's wing, gently stroking her feathers as she continued to cry.

"I know," Bruce continued, once her cries had died down a little, "And I know I should've trusted you guys back then. I just...I didn't want anybody else to suffer anything because of me. That's why I ran away. I thought...if you didn't have to worry about me, you'd all be a little happier. But I was wrong." He gently put his arms around the pony, allowing her to cry into his shoulder. "I made a mistake, Fluttershy. Please forgive me."

Fluttershy hesitated, but she allowed herself to return the embrace, using not only her forelegs, but her wings as well. Pulling back, she looked Bruce directly in the eye. "You're not a burden to us," she insisted, "You matter to all of us. Please promise me you'll never do that again."

"I promise," Bruce replied, without a hint of hesitation. Fluttershy smiled, and the two hugged each other once again.

Everybody on board had been watching this scene unfold, but had been unwilling to interrupt out of politeness. At the heartwarming conclusion, everybody breathed a sigh of relief, and felt their spirits lift at the sight.

Twilight was happy as well, but she noticed something else. As Bruce hugged Fluttershy, she thought that his eyes pulsed pink, and a faint pink aura formed around his body. Twilight blinked, and the pink lights vanished from sight. Twilight would've brushed it off, but this was the second time something like this had happened. She wasn't sure what to make of it, but she filed it into the depths of her mind for later.

"Well, glad we've got that over with," said Natasha, laughing slightly, "Tony, how much longer until we reach Clint?"

"About one more hour," replied the billionaire, "I hope he's packed."

* * *

**Earth, Iowa, Waverly**

Clint Barton was indeed busy packing for his trip with the Avengers, while waiting for Scott and Hope to arrive so they could pick up all three at once. Clint would be lying is he claimed he wasn't frustrated that yet another crisis had sprung up on what was supposed to be an ordinary diplomatic mission (a mission to another planet, but still). At the same time, he understood that the Avengers still needed him, so he was willing to suit up once again and go fight whoever it was this time.

At the current moment, Clint was tinkering with the ankle bracelet he'd been given when he was placed under house arrest, using an multi-tool provided by T'Challa in case he ever needed to get it off without alerting people. With another click, the device popped off his leg, and Clint release a small sigh of relief. Wakandan technology really never failed, did it? Laying the device on his bed, Clint grabbed his quiver, strapping it to its familiar place on his back, and picked up his bow.

A knock at the door prompted him to turn his head around, and he saw Laura standing in the doorway, watching him.

"I know, I know, it's my turn to cook dinner tonight," Clint said, a bit of a somber look on his face, "I'll try to get home before then. If not, I promise I'll do it two days in a row."

"I'm not mad at you," Laura promised, "I know you've got avenging to do, and ponies to rescue. And I know they need you."

Clint smiled sadly. "Thanks, honey," he replied, "I only hope the kids can have the same feelings about me running off all the time."

"Hey, their dad's a super hero. I think that's as close to a kid's dream as you can possibly-"

Laura didn't get a chance to finish, as a loud explosion sounded outside the house. Clint immediately jumped to his feet, grabbing his bow.

"Stay here," he ordered Laura, "Keep the kids with you."

Laura obeyed without hesitation, rushing off the grab Cooper, Lily, and Nathan, while Clint squatted down, making himself as small as possible. He silently cursed his decision to install so many windows in the house, now seeing everyone as a potential sniping spot. He scurried as fast as he could, ducking below the windows, not willing to risk peeking out to see the source of the explosion. He decided to make his way out the back door instead of the front, as, based on the sound, the explosion came from around the front. Pulling out an arrow and notching it in his bow, Clint slowly pushed open the door, cautiously poking the bow out and looking in all directions. But nothing he could see looked like any kind of threat.

That is, until an arrow whizzed above his head, punching through the window on the door and embedding itself in the side of the house.

Clint's body immediately responded, dropping forward and rolling as a few more arrows whooshed past him and stabbed into the ground. Balancing himself back on one knee, Clint fired his own arrow in the same general direction as the attack came from, not having time to see and aim properly. He heard a thunk as the arrow hit a tree, but he still couldn't see any source of danger.

"Still a sure-shot, huh Clint?" came a voice.

Normally, Clint would've rounded on the speaker. He would've fired an arrow into their kneecap, stunning them and preventing them from fleeing. Then he would've marched over to them and interrogated them, demanding to know why they'd come and threatened his family. To him, such an act would've been as easy as breathing.

That was not the case here, for one simple reason. Clint knew that voice. It was a voice from the long past, a voice that he'd thought extinguished for a long time. Slowly, Clint followed his ears, turning to the source of the voice, and finding a single figure staring back at him, armed with his own bow, wearing a similar costume to Clint's own. A figure that shouldn't have existed.

"Barney?" Clint whispered, too shocked to speak up.

Barney Barton chuckled at the sight of his stupefied brother, reaching into his own quiver for another arrow. "I have to admit, the dumb look on your face when you saw me was what I was looking forward to the most about this."

"But...but..." Clint stumbled over his words, "You died! I swear you died-!"

He didn't get a chance to complete his thought, as he was too busy dodging another arrow from Barney. Unfortunately for Clint, this particular arrow was tipped with an explosive, with burst not too far from him. Clint wasn't hit by the blast, but the noise still managed to blow out his hearing, dazing the archer and throwing him off. Clint did managed to fire off his own flash-bang arrow, blinding Barney and preventing his next arrow from finding its mark. Both archers shook off the effects, before facing each other once again.

"Yeah, rumors of my death were greatly exaggerated," retorted Barney, nocking another arrow, "Shame I couldn't see your expression when you found out about that one."

Clint pulled back an arrow of his own. "Don't think I'm holding back just because you're my bro. You lost any sympathy from me when you came to my home, armed."

Both archers fired their arrows at the same time, causing them to collide in mid-air, completely nullifying each other. Realizing that their archery skills were far too evenly matched, Clint and Barney both pressed buttons on their bows, transforming them into melee weapons. The two men charged forward, rearing back and striking with all of their strength, locking their weapons together like swords.

"So," Clint grunted, applying all the pressure he could, "Why'd you come back, anyway? Couldn't resist the chance to off me? Or did you screw up so badly at being a crook that you had nothing else to do?"

"Don't preach to me, bro," Barney snarled, "I've read the Shield files. You're as dirty as I am." He pulled back and swung his bow, which Clint managed to duck under.

"It's cute that you actually believe that," retorted Clint, as he swept his leg around in an arc. Barney was knocked off his feet, and sent sprawling onto his rear with a painful thump. Clint kept up the pressure on his brother, using his bow to pin Barney by the throat and ramming his fist directly into Barney's nose with a satisfying crack.

Just a Clint pulled his fist back for another blow, Barney reached into his own quiver, grabbing an arrow and jabbing it into Clint's arm. Clint screamed as he reeled back, yanking the arrow out of his skin. Now free from his opponent's grasp, Barney managed to jump to his feet, nocking another arrow. Clint, grasping his injured arm with his other hand, managed to slide to the left, avoiding Barney's shot. Barney didn't seem to mind, though. He just chuckled at Clint's moment of weakness.

"Offing you is honestly the best payment I've ever gotten in this career, Clint," Barney cackled with joy, "Taking out your Avengers buddies is just the bonus."

"So, you're part of these Anti-Avengers," Clint growled, trying desperately to ignore the pain in his arm, "I'd say I'm surprised, but I'm really not."

"Hey, every good team needs a sniper," laughed Barney, pulling back his bowstring once again, "At least, I assume that's the reason they keep you around."

Clint, despite the way it tore his arm wound open, nocked an arrow of his own, and the two brothers faced each other. Neither dared to fire off their own shot first, merely waiting and hoping his opponent would be the first to take the risk. Unfortunately for Clint, his injury was making it more and more difficult to keep holding his bowstring back, and he grunted as the pain finally forced him to release it.

Barney dodged the arrow, and responded with his own. The arrow unfolded at the tip, latching onto Clint's neck and sending an electrical charge through his body, shocking him and knocking him off his feet once again. Clint screamed as he slammed against the earth. Barney calmly walked forward, pinning Clint down with a knee to his chest.

"Don't worry, bro," Barney chuckled, "I'm not gonna kill ya yet. I'm gonna paralyze you here, then drag your wife and kids out here and slaughter them in front of you. _Then_ I'm gonna kill you. That'll be amusing for a while, don't ya think?"

Clint clenched his teeth through the agony, trying weakly to reach up and punch Barney in the head, but Barney simply slapped his arm down.

"You always were inconsiderate of the desires of others, Clint," he laughed, "Unfortunately, I've decided that I'm done taking your bull, and-"

"Hey, scuzz bucket!" came a small voice from next to them.

Barney looked around him, searching for the source of the insult, but seeing nobody in the immediate vicinity. He blinked in confusion, until he felt a small tapping on his lower arm. He looked down, discovering what looked like a tiny woman wearing some sort of costume, with insect-like wings emerging from the back.

Then Hope van Dyne activated her size-changing suit, swung into a backflip, and kicked Barney in the face as she grew back to normal.

Barney lost his grip on Clint as he went bouncing across the lawn from the force of Hope's blow. Landing on her feet, Hope rushed over to Clint, helping him to his feet. Next to them, Scott suddenly grew out of nowhere, and quickly joined the two.

"Clint, you alright?" he asked, putting a hand on the archer's shoulder, "Who's the other nut bag with the bow? What's he doing at your house? What-"

"Scott!" Hope interrupted, "Not the best time."

Meanwhile, Barney grunted in exasperation as he managed to get to his feet, picking up his bow once more. He looked up, facing the three super heroes as opposed to the one he'd originally been up against.

"So, you call the bug people to save your hide, Clint?" he said, trying to keep the same cockiness in his voice, but not having as much success as he would've liked, "Real brave of you."

"Stuff it," replied Hope, arming her stingers, "I don't know who you are, but you can forget about picking on Clint while we're around."

Barney gritted his teeth. Clint, just from observing his brother's face, could easily see the debate going on inside his head. He wanted Clint dead, here and now, but the situation had changed. Now he had two size-changing Avengers to deal with at the same time. Barney was weighing his options, wondering whether he could fight off all three at the same time. Ultimately, it seemed as though Barney's common sense won out, and he lowered his bow.

"Alright, fine. You get to fight another day, Clint," he muttered. Barney then reached into his pocket, producing what appeared to be a smooth white stone, with a strange rune engraved on it. "But don't think for a moment that this is over."

Barney then tapped the stone three times. The object glowed a brilliant white, which spread outward over the archer, encasing his entire body within seconds. With a blinding flash, Barney Barton disappeared from sight, leaving three super heroes blinking away the spots in front of there eyes.

Clint sighed quietly to himself, massaging his arm injury. He should've suspected Barney had a way out. Whoever he was working for clearly had real power going for them.

"Okay...?" Scott said, looking to and fro, "Uh, couple questions. Where'd he go, who was he, and what the hell is going on?"

"For once, I agree with you," replied Hope, "Clint, who was that?"

"Barney Barton," Clint replied simply, "My brother. If you want to know more, you'll have to wait a minute."

'Wait a minute? Why? You can't just drop that on us and expect us to deal with it! We need answers!"

"Because..." Clint replied, pointing to the sky. A sleek, black, Wakandan jet hovered in the distance, making its way towards them. "I'm not telling the story twice."


	14. Chapter 14: The Battle of Ponyville

Chapter 14: The Battle of Ponyville

**Equis, Ponyville**

The Pony of Shadows wasted no time in launching the first attack, transforming its wings into massive tendrils and sending them towards the assembled team. The Avengers merely leaped out of the way, while Luna and Starlight ensured that all the ponies were protected, casting a shield spell and blocking the masses of pure darkness from impaling them. Thor, ever the furious, responded with his own lightning blast, but Amora's magic managed to intercept the attack. There was no respite, as Cozy Glow's walker began raining bullets down on the team.

"Please tell me you have a plan, Steve," implored Bucky, using his arm as a shield, "Please tell me we're not about to be killed by a filly."

"How are we supposed to fight the Pony of Shadows without the Elements?" cried Starlight, dodging another shot, "We only have half the Element Bearers here anyway!"

Steve had assumed a defensive position, raising his own shield over his head as an umbrella. "We need to take out their heavy hitters," he grunted, "Rainbow, Sam, try to keep the pony in the walker busy. Thor, Vision, and Luna, you guys have the giant dark horse. Everybody else, keep the fight focused on us, away from Ponyville."

"On it, Cap," replied Sam, spreading his wing pack and taking off. Rainbow Dash followed right after him, with Vision, Thor, and Luna flying towards their own fight.

Meanwhile, the legion of evil began their own assault. Queen Chrysalis fired her sickly green magic towards Starlight Glimmer, who barely managed to raise her magical barrier in time. The Shocker added his own might, and the combined blasts, though still unable to penetrate Starlight's defenses, forced the unicorn to her knees. However, twin lines of webbing fired out of Spider-Man's web shooter blinded both the man and the changeling, and giving Starlight a reprieve. Applejack and Pinkie rushed up to them as they tried to rip the webs off, and bucked them in the chests, sending the duo flying.

Their little victory proved to be short-lived, as Ahuizotl's tail hand lunged towards the two earth ponies, seizing them in his vice-like grip. Pinkie and Applejack were dangled in front of the dog-like being's face, and he hissed angrily at them.

"As much as I despise Daring Do," he growled, "You have proven to be just as irritating as she!"

But before he could make a move, Valkyrie's foot came smashing into the side of his face, knocking him back and causing him to release the two ponies. Stretching out her arms, Valkyrie caught Applejack with one arm and Pinkie with the other.

"What kind of creature are you even supposed to be?" she asked, putting the ponies on their hooves, as Ahuizotl climbed back on all fours and snarled viciously.

"A real ticked off one, that's what," Applejack answered, adjusting her stetson hat. Ahuizotl came bounding towards the trio, who stood ready and willing to face him.

Meanwhile, Steve was busy fending off another attack from Batroc, who leaped into the air, kicking out with both feet, but only succeeding in drumming them against Steve's shield. The captain responded with a roundhouse punch, but Batroc managed to roll with it and nail Steve in the side with a spinning kick.

_"Even with your shield, you are nothing against my newfound power!"_ he gloated in French, _"Now I will rip that star from your chest and-"_

He didn't get a chance to finish, as a pair of webbed boots came stomping on his face, sending him sprawling to the ground. Batroc uttered several French curses and he tried to get to his feet, only for Spider-Man to snag his face with a web line and backhand him, knocking him down yet again.

"That's Mr. Uncultured American Scum to you, pal!" joked the webbed-garbed teenager, webbing Batroc to the ground, "Sheesh, you're the most rude-"

Spider-Man was the one cut off this time, as his spider sense buzzed in the back of his skull. But the warning came just a second too late. A metallic, three-pronged claw lunged outwards and grabbed him by the neck, lifting him into the air. The metal tentacle swung the costumed teenager around, before releasing him, throwing him to the ground like a sack of potatoes. Peter grunted in pain, spitting involuntarily into his mask, and trying to climb back onto his feet. Before he could, another metal tentacle snatched him up, holding him high. Spider-Man was forced to face the source of the tentacles, a man wearing a brown trench coat and dark glasses, with four of the metal limbs sticking out of his back.

"Finally, we meet face to face, Spider-Man," snarled the man, "I've waited a long time for this moment."

"What are you talking about?" demanded Spider-Man, "I don't even know you-" He stopped, as the science nerd in Peter Parker's brain kicked in, and recognition dawned on him. "Otto Octavius?! But...you're dead! You died in that reactor accident!"

One of Octavius' limbs clocked the webbed-garbed teenage across the face. "Not quite dead, actually. In reality, I have...improved." The tentacle holding Spider-Man reared up and snapped downward, tossing its captive to the earth once again. "You've been hampering my attempts to retrieve scientific equipment from New York for months. Hindering my work. And for that, you're going to pay!"

Spider-Man coughed as he propped himself up with both arms, looking at the furious doctor descending upon him. He thought back to the wave of scientific thefts he'd been stopping in New York recently, now realizing he was seeing the face behind them. He leaped into the air as another tentacle came crashing down, slamming into the exact spot he'd been in.

"So are you the big cheese of these idiots, Dr. Octavius?" he asked, dodging a second tentacle, "Actually, what with these freaky new limbs, I think Dr. Octopus is more appropriate now."

"Keep mocking me all you want, you brat!" Octavius snarled, "It'll make it all the more sweet when my arms rip your heart out of your chest!"

Spider-Man caught the tentacle coming at him, swinging down the length of the limb, getting a clear shot at Octavius' face. He fired a blast of webbing onto his glasses, then leaped off the tentacle, attempting to rush off to help Captain America and the others. But before he made much progress, two of Octavius' tentacles slammed down in front of him, and the scientist managed to pry the webbing off his glasses with another.

"You're not going to escape me, spider!" he growled, throwing his remaining tentacle at Spider-Man. The costumed teenage didn't manage to dodge the next blow that slammed into his chest, but he did duck under the slash that followed.

"You know, I used to read some of your scientific journals," Spider-Man quipped, somersaulting out of the way of yet another attack, "You were pretty fascinating. I have to say, you're not living up to the ideal, though."

"You Avengers think yourselves so high and mighty," Octavius sneered, "But my master and I shall rework this world, and bring it into the light. You will be powerless against us."

Spider-Man fired two more webs at Octavius' arms, binding two together, while quietly filing away the information that there was, indeed, somebody above him. Or somepony, he supposed.

Meanwhile, Rainbow and Sam were attempting to deal with Cozy Glow and her giant walker. Flying high above, they were safe from getting stomped on at least. But it turned out that the thing was armed with machine guns and laser cannons, forcing them to put all their efforts into arial dodging, or be shot down.

"We don't seem to be making a lot of progress here, Rainbow!" yelled Sam, shifting his wings so that they covered his front, blocking a flurry of bullets. The action caused him to drop out of the sky, but he recovered quickly. "Any ideas?"

"Try to draw her fire!" Rainbow shouted in response, "I'll try to get in close!"

Sam was skeptically, but followed his friend's suggestion, drawing both of his pistols and firing them at Cozy Glow, knowing they'd only hit the side of the pod. The attack had the desired effect, causing the small pegasus to round on him, firing even more. The Falcon pulled back and fell into a steep dive, rocketing towards the ground, as a stream of Cozy Glow's attacks followed him. Rainbow, with her path now clear, angled herself, braced her wings, and zoomed towards Cozy Glow like a rocket, aiming to knock the filly right out of her cockpit.

However, fate had other ideas in store for Rainbow that day. One such idea took the form of Wind Rider, coming from the side and slamming into Rainbow Dash just as she was approaching Cozy Glow. He attempted to force Rainbow out of the sky, and send her spiraling to the ground, but she was made of stronger stuff. She furiously beat her wings to stay aloft, and both pegasi were soon left grappling with each other in midair.

"Will you just buck off already?!" she shouted, punching Wind Rider in the head. "I don't care about your stupid vendetta-!"

"Too bad, Crash!" retorted Wind Rider, retaliating with a punch of his own.

"Hold on, Dash, I'm comin'!" yelled Sam, turning around to try and help his friend. Unfortunately for him, Cozy Glow was too perceptive, directing more of her fire towards him, forcing him to swerve to avoid it.

Rainbow and Wind Rider continued to plummet towards the ground, until a turquoise magical tether came out of nowhere, snagging Wind Rider between the wings. On the ground, Starlight Glimmer yanked on her new line, pulling him off on Rainbow and slamming him into the ground.

"Thanks, Starlight, I owe you one!" yelled Rainbow, zooming off to help Sam again.

Starlight gave a brief sigh, before turning on Wind Rider as he got to his hooves. He did not look particularly pleased to have his revenge interrupted. Neither pony spoke to the other, as Starlight ignited her horn, and Wind Rider spread his wings. The two ponies charged each other, eager to fight.

Amora, at that moment, was battling Valkyrie, Pinkie, and Wong. The party pony danced around the mystical bolts, with Wong conjuring up shields in case she was too slow. Valkyrie was making use her combat skills to try and get close, but Amora's magic kept flaring, preventing her from doing any real damage.

"Ah, the Valkyries," Amora mused, blocking another sword strike from the warrior, "An impressive faction of fighters, but outdated."

"You're really starting to get on my nerves," protested Valkyrie, angrily punching at Amora's barrier, to no effect.

Fortunately for the well-meaning heroes, Amora was too distracted to notice the portal of orange sparks forming behind her, due to the magic of Wong. Pinkie came flying through the portal, nailing Amora with a hoof punch to the back of the head.

"Tag! You're it!" yelled the earth pony.

Amora rounded on Pinkie, but a portal opened beneath her, and Pinkie fell through before she could retaliate. Another portal opened to Amora's side, and Pinkie was launched through with a flying kick, clocking the sorceress again. The process repeated itself again, with Pinkie hitting Amora two more times.

"Tag, you're it! Tag, you're it! TAG, YOU'RE IT!"

But this time, Amora was ready. She sent out a magic hand construct, grabbing Pinkie by the throat and slamming her back against the ground. Holding up her other hand, Amora began gathering a ball of lighting.

"Stupid pony!" she growled, a few drops of blood flying out of her mouth, "I am the Enchantress! I-"

And that was when Valkyrie's boot connected with her stomach, knocking her backwards. For good measure, Wong opened a portal beneath the falling sorceress, and created its twin a good distance above ground, allowing Amora to fall some extra distance before slamming into the ground back first. Valkyrie, meanwhile, helped the party pony back to her hooves.

"You alright there, Pinkie?" she asked.

"Yeah, I'm good," replied Pinkie, sounding a little disheartened, "I wish she's stop being such a big meanie! Who doesn't like playing tag?"  
Wong rolled his eyes slightly, but said nothing.

The most important battle of all was taking place in both the sky and on the ground. While the Pony of Shadows remained grounded, Vision, Luna, and Thor (riding on Luna's back) had flown above it, and were currently pelting the shadowy beast with their energy powers. Unfortunately, they didn't seem to be making much of a dent. The monster was merely laughing off the strikes, before morphing its wings into dark tentacles once again and sending them upwards, ready to impale the three Avengers. Luna managed to conjure up a bubble shield to block the attack, but just barely.

**"Foolish mortals,"** hissed the Pony of Shadows, **"You cannot overcome my sheer power. I shall feast on your corpses, and-"**

"Oh, put a sock in it," snorted Thor, hurling his axe in boomerang fashion once more, crackling with loose lighting. The blade sliced off the pony's muzzle, and the lightning sent a shock through its system, but it quickly regenerated. Spreading its wings, the dark alicorn took off from its position, aiming straight for its three enemies.

"Okay, he can fly," Thor noted, catching his axe on its rebound, "I don't suppose either of you two have any better ideas to take him down?"

Luna hit the Pony of Shadows with another magical beam, pushing him down ever so slightly, but it clearly wasn't stopping him.

"Star Swirl himself wasn't a match for this being," she admitted, gritting her teeth, "He was forced to seal it in Limbo, and when it came back, the only things that could defeat it were the Elements of Harmony!"

"Well, we don't appear to have those, do we?!" yelled Vision, as the Pony of Shadows sent another pointed tendril at him, but it simply phased through him. The android retaliated with another bolt from the Mind Stone, hitting him in the eye. "We need to try and combine our powers on a place where he can't intercept it!"

Thor thought for a moment, before an idea came to him. It was a risky one, but he couldn't think of anything else right now. He put his ear to his communicator.

"Cap," he said, zeroing in on Steve's channel, "I think we might have a way to take down the Pony of Shadows, but we need you to draw his attention. Can you do it?"

"Hold on!" yelled Steve, wrestling against Batroc, both men having their hands on the shield, "Get him on the ground! I'll take care of the rest!" He punched Batroc in the stomach with his free hand, driving the Algerian man back.

Thor relayed the plan to the other two, who immediately agreed, seeing no other option. Luna and Vision hit the Pony of Shadows with a double blast, knocking him backwards, before pulling back and going into a steep dive, Thor hanging on for dear life. The dark alicorn followed immediately, rocketing towards the ground, wings spread as wide as possible. He fired several dark magic beams from his own horn, but they missed their targets.

Landing on the earth once again, the Pony of Shadows charged its horn once again, preparing to open fire on its enemies, but before it could, Steve's shield came flying at the back of its head. It ricocheted off the skin of the dark alicorn, and back into Steve's hand, who chucked the shield at it once again. Grunting, the Pony of Shadows rounded on Steve, preparing to incinerate him with its magic.

"Now!" Steve yelled, raising his shield just in case.

Before the dark alicorn could blast Steve, Thor, Luna, and Vision all fired their respective blasts into its back, lighting it up with a massive firework of light, burning away at the shadowy skin. The Pony of Shadows screeched, standing up on its hind legs, as the combination of lightning, magic, and Infinity Stone energy ravaged its body. All three held their fire for a good length of time, but suddenly, the dark alicorn's horn began to spark with black electricity. With a sudden flash of light, it sent out a sphere of black lightning, slamming it into Thor, Luna, and Vision, sending them flying backwards.

The Pony of Shadows snarled with fury as it landed on its hooves once again. The newly created burn marks on its back began to seal slowly, healing its wounds. Its wings appeared out of its back once again, and it rounded on the three assailants once again.

**"You thought you could harm me?!" **hissed the beast, **"Even combined, you three cannot destroy me! I am eternal! You cannot-"**

Luna blasted it in the face, stunning it. "I'm with Thor. Shut up," she retorted, angry.

* * *

At some point, Wind Rider had lost Starlight, and then rushed off to take on Rainbow Dash once again. The unicorn, of course, had tried to follow to help her friend, but had been intercepted by Chrysalis, who'd dragged Garble along for the ride. She was currently fighting them both, taxing her magic to its limits. At that precise moment, Starlight was dodging Garble's fireballs, while Chrysalis, who'd conjured a massive green blade of energy around her horn, was taking swipes at her.

"Chrysalis, stop!" shouted Starlight, "I offered you friendship, you have no reason to do this to us!"

"No reason?!" spat the furious changeling, as though Starlight had just thrown the worst possible insult at her, "You destroyed my reign! You took away my hive! Everything I've worked my entire existence for!" She screamed as she stabbed into the ground, missing Starlight's side by an inch. "And I will ensure you pay for it!"

Starlight blasted the changeling queen in the face with a magical blast, throwing her back, and tried to run away. But she didn't get far before Garble dropped down in front of her.

"For the record, this isn't personal," he cackled, panting orange flames, "I hate ponies in general."

Starlight's only response was to ignite her horn, preparing to fire again, but Garble's claw wrapped around her neck before she could get a shot off. The dragon slammed Starlight against the ground with both hands, raising one up to deliver a finishing slash, until a metallic fist clocked him on the side of his head. With Garble dazed, Bucky lifted him up and hurled him aside, freeing Starlight once more.

"Thanks, Sergeant Barnes," said the unicorn, as Bucky helped her to her feet.

"I'd say call me Bucky, but somehow, I don't think this is the best time," replied the soldier, pointing behind her.

Starlight turned to find Queen Chrysalis advancing on them once again, her horn blade ignited and ready to slice. She aimed a vertical descending slash down at them, only for Bucky to dive to the side, and Starlight to teleport away. When Chrysalis raised her head, looking for her two targets, she was met with Bucky's foot colliding with one side of her head, and Starlight's magic beam hitting the other. This rattled her long enough for Starlight to engulf her old nemesis in her magic and toss her aside.

"You offered friendship to this nutbag?" Bucky asked Starlight, drawing a combat knife from his belt.

"Hey, I had to try!" protested Starlight.

Bucky just shrugged quietly, before the two charged Queen Chrysalis again.

Steve, meanwhile, wasn't having the best time himself, fighting off Batroc and Scorpion at the same time, being unable to get back to the Pony of Shadows. He raised his shield once again, blocking a stab from Gargan's tail, but taking a kick from Batroc in the process. While the captain was off balance, Scorpion wrapped his tail around Steve's chest, heaving him upwards and tossing him backwards. Steve was slammed into the ground with a painful thump, which was shortly followed by more pain, courtesy of Spider-Man getting thrown into him by Dr. Octapus.

The doctor began stomping over to the two pinned superheros, leaving them surrounded on three sides. Spider-Man and Captain America managed to climb to their feet, looking at the enemies gathering around them. As if to make things worse, Shocker joined the group of villains, his gauntlets sparking with energy.

"Somehow, this isn't going according to our plan," joked Peter, as the two managed to untangle themselves from each other.

"I'm rather painfully aware of that fact," Steve noted, tightening the straps on his shield once again.

"I don't suppose you have any genius plans to get outta this?"

"Do you?"

Neither man responded. They had nothing left to say. They merely raised their fists, waiting for the inevitable charge of the bad guys.

But before they could get in a fight they were destined to lose, a flurry of magical bolts in an unfamiliar red color came flying out of nowhere, pelting the bad guys. Octavius managed to shield himself with his tentacles, but Scorpion, Shocker, and Batroc were all sent flying. Seizing the opportunity, Spider-Man grabbed ahold of one of the tentacles, swinging him around and tossing him a good distance away.

"Where'd those shots come from?" yelled Steve, looking around frantically.

"Over here!"

Steve and Peter's eyes followed the sound of the voice, turning to find the source. Staring at them was a small, orangish-yellow unicorn mare, with a fiery red and yellow mane. Standing beside her were three other ponies, none of whom were familiar to either man.

"Uh, hi," said the unicorn, "I'm gonna take a wild guess and assume that you're Steve Rogers? AKA Captain America?"

"Yeah..." Steve replied, wondering exactly who this pony was that they'd throw themselves into the middle of a massive battle between super humans.

"Thought so. Anyway, my name's-"

"Sunset Shimmer?!"

Starlight, having temporarily evaded Chrysalis, came rushing past the two men, galloping over to her fellow unicorn.

"What're you doing here?! Didn't Twilight tell you-" Then her eyes fell on the three ponies accompanying Sunset, and realization slowly crossed her face. "Oh...we set up that meeting to happen after the conference, didn't we?" Sunset nodded silently. "I knew we forgot something. So that makes you three the Dazzlings, huh?"

"Yes," replied Adagio. She looked past the two unicorns, staring at the two men. "Do you really go around wearing those ridiculous costumes?"

"Hey!" protested Spider-Man.

"Anyways, as you can see, the conference didn't exactly go according to plan," said Starlight, gesturing at the carnage erupting around her, "You should probably get back through the mirror, where it's safe-"

"Are you kidding?!" exclaimed Sunset, "This is an emergency, and you clearly need our help!"

"I'm kind of inclined to agree with Starlight on this one," said Steve, "You should-"

A massive bolt of black lightning struck the earth beneath them, sending the two humans and five ponies flying into the air. Thinking quickly, Starlight ignited her magical aura, creating a field of pure magic that enveloped all of them, preventing everybody from crashing back into the ground. She missed Aria by a second, only for Sonata to make use of her new wings, flying down and catching her sister with her forelegs.

As Starlight lowered the group to the ground, their assailant, the Pony of Shadows, advanced threateningly towards them, its wings morphing into a massive collection of inky tentacles, waving above its head.

**"Pathetic humans," **it hissed, **"Almost as weak as these puny ponies. Now I shall exterminate you all and-"**

Then it just stopped talking, looking past its enemies, up at the sky. Steve, Peter, and the ponies followed its gaze upwards, discovering what appeared to be a golden light, up in the highest reaches of the sky, rocketing towards them. Nobody could say for sure what it was, as it was much too far away.

"Karen, can you gimme a closer look at that?" asked Peter, tapping into his personal A.I.

"Certainly," replied Karen, and Peter's vision was suddenly magnified by several dozen, giving him a closer look at the object. "Uh, Cap? I don't want to freak you out here, but that thing looks...humanoid."

Steve didn't reply, too busy staring at the object. It came faster and faster, the golden light blaring from around its body to embrace the entire landscape. The Pony of Shadows actually raised a hoof to cover its eyes. Peter, with his enhanced lenses, could see the person more clearly, and was the one who noticed when it raised an arm.

A thunderous blast of energy erupted from the fist, striking the Pony of Shadows directly between the eyes. The beast screamed as it was shoved backwards, the light burning a hole in its skin. The flying person then collided with the dark alicorn like a meteor, ramming it so hard that its hooves actually left the ground, slamming it through several trees, which collapsed in its wake. With that task completed, the figure then landed in front of Steve and Peter.

As the glowing golden light show died down, they started to see that the person was a woman, wearing a form-fitting red and blue costume, with a familiar star insignia on the chest area. Her bright red helmet retracted into glowing particles, her hair descending from the mohawk it was forced into and flowing freely around her face. Her eyes glowed with power as she stared them down.

"Where's Fury?" asked Carol Danvers.


	15. Chapter 15: Unwelcome

Chapter 15: Unwelcome

**Earth**

"Are you serious? Barney's alive?!" exclaimed Natasha, as she continued to bandage up Clint's arm.

Once the team had finally arrived at the Barton family farm, they'd found Clint in a less than overjoyed position, considering the fight he'd just been in. After a quick check to make sure that Laura and the kids were okay, Clint, Hope, and Scott were all loaded onto the Wakandan airship, where Hope had been introduced to Princess Celestia, and the majority of the ponies she hadn't yet met. Clint had just finished recounting what had happened, while Natasha tended to the few injuries he'd sustained in his fight with Barney.

"Believe me, I was just as surprised as you are," remarked the archer, hissing quietly as Natasha prodded his wound, "I'm honestly kinda shocked the scumbag had the nerve to show his face around me after all this time."

"Are you sure you don't want me to look at that?" remarked Dr. Strange, "I am a doctor."

"I thought you were a neurosurgeon," said Tony from his place by the window.

"I know how to tend to basic injuries. You tend to pick those things up."

"But...why would your own brother try to kill you?" asked Fluttershy, the thought incomprehensible to her, "What possible reason could he have to do something so horrible?"

Clint sighed. "Barney and I grew up in the circus together. You know, the whole amazing archery thing, considering how good we were with bows. We brought a lot of revenue in for the circus. Our parents died when we were really young, so we had the ringmaster take us in. It was a pretty good life.

"Until I figured out that the ringmaster was teaching Barney to steal stuff from customers, and worse. I abandoned the circus not long after that, and eventually, Shield found me. Barney ended up becoming a mercenary, and we fought pretty badly. I swear, I thought he'd died years ago. Apparently, he's just been biding his time, waiting for a chance to take me out and settle the score."

"Well, that's just uncouth!" declared Rarity, with a huff and a toss of her mane, "Using such a noble art as archery so shamefully!"

Clint rolled his eyes at the unicorn's strange set of priorities, but said nothing.

"So they've got their own Hawkeye," Twilight summarized, "In addition to their own Iron Man, Black Widow, and Hulk. They clearly took their time preparing for this."

"Yeah. They've even got that magic lady who's like Dr. Strange," said Spike, "And nobody even knew he was gonna come for this."

"If they managed to get Blonsky out of the Raft, they must be resourceful," said Bruce, "Who do we know that has the backing to pull all of this off across two worlds?"

"Well, nobody we know personally," said Tony, "I'm trying to narrow down who'd have the money to pay all these psychos, and the ability to contact people like that Amora chick, but you'd need something close to Wakanda levels of money to pull that off." He turned to T'Challa. "You sure you don't have anybody in your country that has a buttload of cash and despises us?"

"Not that I know of," T'Challa insisted, "Are we certain that this isn't an Equestrian adversary?"

"Most of Equestria's greatest enemies are either deceased or locked up," answered Princess Celestia, "Phobos, Deimos, and Tirek all remain inside Tartarus. Queen Chrysalis doesn't have the ability to pull something like this off. And we know Discord isn't behind it." She sighed, looking absently out the window. "I just wish I knew how they managed to sway Neighsay and Cinch to their side."

"Sounds like a revolution to me," said Korg, "Not for the greater good, obviously, but still."

"I just hope the others are okay on Equis," peeped Fluttershy, still nervous about the speed they were flying.

"Well, we'll be able to see them soon," said Tony, "We're just about...uh-oh."

"What 'uh-oh?'" asked Scott, coming up to the cockpit where the billionaire sat, "What's going on?"

"I think...we might have a rather unpleasant welcome wagon waiting for us."

* * *

Tony proved to be right. Standing in front of the Avengers compound was a large group of armed soldiers, decked out in black combat gear. Standing at the head of the procession was Tony's favorite person, Secretary of Defense Thaddeus 'Thunderbolt' Ross, looking extremely annoyed. Rhodey stood off to the side, handcuffed, while two soldiers kept their guns trained on him. They knew he could mentally summon the War Machine suit, they weren't taking any chances. Pepper was handcuffed as well, but they weren't as concerned about her.

The Wakandan airship nonetheless continued its descent towards the compound, landing on the front lawn. The landing gear descended to the ground with three thumps, and the exit ramp snapped out of its locks, revealing the inside of the ship.

"So, how exactly are we gonna get out of this?" asked Natasha, simultaneously using her body to shield the ponies.

"We'll figure it out," Tony responded, keeping his voice down. He walked down the ship's ramp, the others following him, as several dozen guns were trained on them. Twilight flinched nervously at the sight, knowing there was no way she could stop that many bullets, even with magic.

"Tony Stark," announced Ross, "You've been found aiding and abetting several known fugitives from justice. You and the other Avengers. For this, you'll be taken into custody, and be tried and jailed for your crimes." He noticed the ponies, Spike, and Autumn Blaze. "Illegal animal experimentation too? We'll add that to the charges."

"Hey!" protested Spike, "We're not experiments, you creep! I oughta-"

T'Challa calmed Spike down with a hand on his shoulder. "This is not the place to pick a fight, Spike," he insisted. The dragon grumbled a little, but acquiesced.

Ross locked eyes with Bruce Banner. "Doctor. I'm sure you're aware of the charges we've got on you. The binder's pretty big, let me tell ya."

Bruce said nothing, merely glaring at the man who'd done nothing but ruin his life in the years they'd known each other.

Ross addressed T'Challa next. "Your Highness. Unfortunately, your diplomatic immunity won't do you any good here."

"Look, sir," interrupted Princess Celestia, "You don't understand the situation here. There are many lives in danger and we need to-"

"Be quiet, whatever you are," said Ross, not even bothering to look at the alicorn, "We'll figure out what to do with you in good time."

"You really don't waste time with the bull, do you, Ross?" Tony quipped, "Regardless, we really don't have time for this crap. Now, if you could just let go of my friends and get off my lawn, we'll be on our way."

"Here here!" cheered Rhodey, raising his arms.

"Are you threatening me?" demanded Ross.

"We are promising that if you don't get out of our way," Wanda chimed in, her eyes glowing red, as light swirled around her hands, "We will remove you."

"We will?" asked Scott. Hope stepped on his foot. "I mean, we will! Yeah, we will."

"Well. Captain Rogers seems to have rubbed off on you, Stark," Ross scoffed, "However, I wouldn't bet the farm on getting out of here. We've got-"

"Uh, guys?" Spike interrupted, pointing behind Ross, "We've got a problem."

The young dragon was right, as a swirl of orange sparks began to appear behind Ross' group. The Avengers immediately tensed, knowing exactly what was coming. Out of the portal came the massive form of Emil Blonsky, the Abomination, followed closely by Barney Barton, Yelena Belova, Titanium Man, Chancellor Neighsay, Abacus Cinch, and the Sphinx.

"General," growled Abomination, staring down at Ross, who froze where he stood, "Good to see ya again."

"B-Blonsky," Ross stuttered, trying to keep his composure, but clearly failing, as all of his soldiers trained their guns on the Abomination, "You're under arrest."

Abomination actually threw his head back and laughed. "You're actually trying it!' he cackled, clapping his massive hands together, "Gott give you credit, Ross, you've got a pair. But I'm not in the mood to play with you." He gestured to Titanium Man. "Bullski, get rid of 'em."

"Do not give me orders," snarled Titanium Man, but he obeyed nonetheless, pressing a few buttons on his gauntlet, and activating his impulse ray. Twilight and Dr. Strange barely had time to throw up a shield around their group, along with Rhodey and Pepper, before a wave of pure force lashed out, sending Ross and his men flying backwards, where they would've slammed into the ground and felt their bones shatter, had not Princess Celestia used her magic to snag them and gently lower them onto the grass.

Abomination turned his attention to Bruce. "Nice to see ya again, Banner. But I'm not here for you."

"What do you say, buddy? You up for a rematch?" asked Tony, looking at his friend, his armor materializing around him as he spoke.

"Not particularly," replied the physicist, "But since when do I get what I want?"

With that, Bruce tensed himself, and green veins started to creep up his face. But just as quickly as it came, the discoloration disappeared. Bruce blinked a couple of times, noticing all eyes were on him, before he clenched his teeth, dug his nails into his palms, and tried again. As before, the green advanced up his skin, before abruptly falling away once again.

"Uh, anytime now," said Tony, morphing both hands into repulsor cannons, "We kinda need backup."

"I don't get it," Bruce muttered, more to himself than to anyone currently present, "This hasn't happened before. It's like...it's like he's refusing to come out."

"Fantastic," replied Tony, who followed it by turning and blasting the Abomination with both cannons, knocking the behemoth onto his back and sending him skidding across the grass.

"Kill them!" hissed the Sphinx.

At her command, the Masters of Evil leapt into action. Barney and Yelena immediately tackled their counterparts, the Sphinx chose to dive bomb Celestia, Titanium Man immediately opened fire (which was blocked by Wanda), and Cinch and Neighsay fired their magic at Twilight, forcing her to take off.

Rhodey, not to be a time-waster, activated his neural implant, summoning his War Machine suit, which came rocketing out of the compound. With one hand, the suit snapped his handcuffs, and Rhodey stepped into the armor once more.

"Dr. Banner, if your green friend won't be joining us," said Dr. Strange, before he created a portal underneath Bruce, which warped him to the other side of the compound, well away from the danger. The doctor thought for a minute, before creating a similar portal under Pepper, sending her to the same location.

"Hey, wait a minute-!" the woman barely had time to protest, before she was unceremoniously dropped onto her rear.

"Okay, guys," Tony spoke into his com, returning Titanium Man's fire, "We're gonna need to coordinate here. Fluttershy, you and Rhodey need to get Ross and his goons to safety. Take 'em to the building in the northeast sector, they should be safe there."

"O-okay," replied the pegasus, taking off towards the fallen humans, Rhodey in close pursuit.

"Everybody else, we need to worry about taking out the heavy hitters. Namely Blonsky, that giant Sphinx thing, and my ripoff." Tony's nanites formed a large missile launcher on his back, sending several rockets directly towards Titanium Man, but they didn't dent his armor.

"Let the people without powers worry about the little guys," Natasha added, grappling with Yelena. She gave her fellow spy a kick in the stomach, forcing her off, before advancing with her electric batons drawn.

"Yeah, what she said," replied Tony, "Onwards!"

Natasha thrust her baton towards Yelena, aiming for her opponent's midsection. However, the other Black Widow was her virtual equal, and she managed to duck under the attack. Yelena made a swipe with her own baton, but she underestimated her enemy, giving Natasha an opening to kick it out of her hand. With Yelena half disarmed, Natasha primed her widow's bite, firing a single electric charge into Yelena's leg. The electricity coursed up her body, shocking her and sending her tumbling to the ground.

However, as Natasha prepared to continue her attack, Yelena managed to snag a pistol from her belt, and aim it directly at Natasha's heart. Years of training kicked in, and Natasha flung herself to the side, only for the bullet to graze her arm. Natasha shouted in pain, pausing to take a look at her new wound. It looked very shallow, more like a flesh wound than anything, for which she breathed a sigh of relief. Her moment of peace didn't last long, of course, as Yelena took the opportunity to tackle her again, pinning Natasha beneath her legs. Yelena then seized Natasha's wrists, pinning them down, and preventing her retaliation.

"Is this-urk!-what you want, Yelena?" demanded the Black Widow, "To kill me?! You get nothing for it, you hear me?!"

"Oh, I get what I want!" snarled the opposing assassin, "True, nothing will bring back our glorious nation, but I will claim the mantle of the Black Widow, and all will know that I am superior!" She leaned down by Natasha's head. "You could still be a part of it, you know. I'd be willing to forgive you. You could leave this nonsense life you were forced into behind, return to being the weapon you were born to be. All you need to do is acknowledge that I am the true Black Widow. Wouldn't that make you happy?"

"Are you nuts?" Natasha retorted. With a sudden burst of strength, she managed to free one wrist, jabbing Yelena in the stomach with her electric baton. The other woman screamed, releasing Natasha from her grip. Natasha shoved her away. "You're asking me to betray my friends. To throw away everything I've worked so hard for over the past few years, and just kill people again. That's something I'll never do."

She raised her baton, ready to fight Yelena even with an injured arm, but it turned out to be unnecessary. This was because of the blue beam that slammed into Yelena's hip, launching her across the battlefield. Rarity came running up, her horn still glowing with the same blue aura.

"Natasha, darling!" exclaimed the ivory unicorn, "I saw what happened and I-" She froze where she stood, staring at the Black Widow.

"It's okay, Rarity," Natasha insisted, assuming she was looking at the arm wound, "It's nothing, really. Just a scrape."

"No, darling..." Rarity breathed, pointing, "You're glowing."

Natasha looked down at her hands, discovering to her shock that Rarity was correct. A bright red aura surrounded her body, hovering just above the top of her skin. Natasha couldn't see it, of course, but her normally bright green eyes were glowing red as well. It wasn't the same type of aura that surrounded an object being levitated by unicorn magic, this was...different. Natasha couldn't describe the reason why, but she somehow knew this wasn't something dangerous. Indeed, the glow faded just as quickly as it came.

"It doesn't matter," she dismissed, "We've got work to do." With that, she rushed off to continue her fight with Yelena.

Rarity considered protesting, but ultimately discarded the idea. She decided it wasn't worth discussing that strange glow in the middle of a fight. She put it in the vault of her mind, promising to tell Twilight if they made it out of this alive, and rushed off to help Natasha.

* * *

Tony's frustration was growing as he continued to battle Titanium Man. The suit was clearly a knockoff, nothing he'd ever make himself, but damn if the thing wasn't durable. No matter how many missiles he threw at it, it seemed like he wasn't even making the tiniest of dents. It was ludicrous. Tony made a personal promise to hunt down whoever created this armor, and teach them to respect Stark tech.

None of the others were making much progress on him, either. Twilight, Spike, and Tempest had all joined Tony, blasting Titanium Man with magic, lightning, and blasts of fire. However, whoever had designed the suit seemed to have planned for Equestrian magic, as the suit seemed to absorb Twilight and Tempest's assaults like they were nothing. The metal giant was only too happy to return the attack, launching energy beams from its eyes that tore open the earth beneath the ponies, who only managed to survive thanks to Twilight's quick teleport.

"Tony!" Twilight shouted, flying above as Titanium Man launched yet more blasts at her and Spike. "We need a new plan of attack!"

"I have a plan," replied the billionaire, too angry to see reason at this point, "Attack!"

Nanites congregated around Tony's armored fists, forming two large jackhammers. Tony dived, his foot boosters firing at full power, aiming himself directly at Titanium Man. He jabbed with both arms, stabbing into the green armor. But the jackhammers only managed to make small dents before the tips snapped off entirely. Inside his armor, Bullski cackled like a madman, snapping his hands up and seizing Tony by the waist.

"Is that the best you can do, Stark?!" he laughed, as he activated an electrical current in his gauntlets, zapping Tony even through the Mark L's insulation. Tony screeched inside his armor, writhing in Bullski's grip.

"Let him go!" yelled Spike, flying down by Titanium Man's head. He inhaled, before releasing the biggest, hottest batch of flame he could possibly come out with. Bullski's helmet was bathed in emerald flames, heating him up inside the suit. Bullski screamed as the heat forced him to release Tony, arms jumping to his helmet and slapping at it, as though he could drive off the heat himself.

"Way to go, Spike!" yelled Twilight.

Meanwhile, Princess Celestia had gone to confront Neighsay and Cinch. It wasn't hard for her to find the two unicorns, considering they were currently assaulting Autumn Blaze, firing beams of energy at her. The kirin, obviously still distressed over the events of the Friendship Conference, was unwilling or unable to allow her anger to come to the surface and transform into a nirik, and was instead fleeing as the two unicorns fired bolts of magic at her. Celestia snorted with anger, spreading her wings and flying down towards them, landing in between Autumn Blaze and the ponies.

"How dare you..." she snarled at Neighsay and Cinch, "How DARE you!"

"Princess!" exclaimed Neighsay, falling onto his rear, "I-I...I'm sorry, but we were merely trying to subdue this creature-"

"She has a name!" screamed Celestia, stomping her hoof, her horn sparking with extra magic, "As did all of the creatures you froze at the conference! Yet you act like their lives were of no concern! They may not be my little ponies, but they are living creatures! They are friends of Equestria!"

Behind her, Autumn Blaze took several deep breaths. She'd have been lying if she said this entire situation wasn't scaring the daylights out of her. Of course she felt grateful to Celestia for protecting her from these other ponies, but it was still traumatizing.

"B-but we don't k-know if we can trust them!" Cinch tried to defend herself, though she was doing a rather feeble job of it, "They might steal Equestrian secrets, and use them against us-"

"Oh, give it a rest!" Celestia screamed again, "This is the same kind of nonsense Neighsay brought up when Twilight opened the School of Friendship. You hate other creatures for the sole reason that they aren't ponies. And you've ruined the lives of good ponies in this idiotic cause, breaking your own rules, just out of hate. It disgusts me!

"And you have the gall to claim that Twilight Sparkle and her friends are brainwashing Luna and I, as though they have some sinister plot to betray Equestria! I've never felt so disappointed in ponies in my entire existence! If you had one ounce of decency between the two of you, you'd be ashamed of yourselves!"

Cinch and Neighsay just froze, eyes wide with fear, as their princess continued to rant at them. Neither unicorn seemed capable of mounting a defense, either physical or verbal. It was as though Celestia had broken their spirits, the culmination of everything they were, and left them with utterly nothing. They barely managed to dive to the side as Celestia fired upon them once again.

Fluttershy and Rhodey had moved Ross and his men away from the chaos, and rejoined the battle. Abomination, currently battling Dr. Strange, and being the largest threat, was Rhodey's first target, while Fluttershy rushed off to help Clint out with Barney. The others were gathered around the sphinx, attempting to take down the massive behemoth, with varying degrees of success.

Korg dodged the creature's gigantic paw swipe, as Hope flew around her head, peppering the sphinx with stinger shots. Wanda was trying to seize the sphinx in her telekinetic grip, but the sphinx had a natural resistance to Equestrian magic, and that resistance seemed to apply to Wanda's powers as well. She couldn't do more than toss it around slightly.

"We don't appear to be making a great deal of progress here!" shouted the Sokovian woman, launching herself into the air to avoid another attack, "Does anybody have a better idea?"

"Maybe if she were smaller!" Scott yelled back, grabbing a red core disk from his belt. He reeled back and chucked it at the sphinx, only for bolts of yellow energy to lance out of her eyes, zapping the disk in midair, and dropping it like a rock. "Okay, that didn't work out."

"Fools," cackled the sphinx, swinging her tail and batting Hope away, "Do you truly believe you can overcome my power? Power that has endured in Equestria for centuries?"

"I'm beginning to think talking isn't the best way to get through to psychotic maniacs," Korg joked, firing a few blasts from his rifle weapon. The bolts impacted the sphinx's hide, and she screeched with anger, rounding on the rocky alien. But before she could do anything, Wanda hurled a nearby car at the back of her head, which impacted with a sickening crunch.

"Well, we'd better come up with some sort of plan!" yelled Scott again, "Otherwise, I think they'll make us turn in our superhero licenses!"

"Scott, I love you, but cool it with the jokes," snapped Hope, her wings buzzing as she fired more at the Sphinx.

* * *

Meanwhile, on the grassy area clear across the compound, Pepper was rubbing her backside and groaning in protest at the way she'd been ejected from the battle.

"At least Tony never dropped me on my butt!" she complained, managing to climb to her feet once more, "He would've at least carried me out!"

Her only companion at the moment, Bruce Banner, wasn't listening. This wasn't because he was particularly rude or anything, he just had more important things to focus on. Namely, he was busy slapping at his own face.

"Hulk, come on!" he shouted, grabbing his own skin and pinching it, trying to raise his pulse, "Come out! Come out! Come out, dammit!"

Suddenly, his face turned green and expanded outwards, taking the Hulk's appearance. However , this transformation only lasted one second, which the Hulk used to scream a single word out.

"NO!"

Bruce's face then shifted back to normal, and he unceremoniously dropped onto his back from the shock.

"No?! What do you mean no?!" he demanded, looking down at his own hands.

"He still won't come out?" asked Pepper, taking an interest in her companion for the first time since they'd gotten there.

"I don't get it!" Bruce complained, "He's never done this before! Figures that the one time I want him to come out, he doesn't!"

Pepper gritted her teeth. "Well, we can't just stand here and do nothing." She took a quick look around, noticing that the closest building to them was the armory. "I have an idea. Come on."

Bruce, having nothing better to do, followed the redhead inside, where she approached a particular compartment. Placing her eye near the retinal scanner, Pepper let the security device do its work, before the compartment clicked and opened.

Inside was one of Tony's suits, or rather, something close. It was blue and gold, and a great deal slimmer than the usual Iron Man suit, but it was a suit all the same. Pepper touched her thumb to the arc reactor on its chest, which scanned it, and the suit opened up, allowing the woman to step inside. Bruce could only stare, wide-eyed at Pepper's actions.

"Uh...we were saving that for your birthday," he managed to get out, "Or as a wedding present."

Pepper shrugged. "Ever since that fiasco when Tony was dying, I've been better at figuring out when he's keeping secrets." The face shield clanged shut over Pepper's face, as the Rescue armor booted up.

"Welcome, Miss Potts," said Friday, "I am at your disposal."

"Thanks, Friday," replied Pepper, "Now unlock compartment 20B."

"20B?" asked Bruce.

"Well, we've gotta get something for you, don't we?"

Bruce turned towards the much larger container, as metal bars started to slide out of the way, and heavy locks clicked open. Two massive doors slid outwards, revealing the towering Hulkbuster Mark II Iron Man suit, ready for deployment.

"Suit up, Dr. Banner."


	16. Chapter 16: The Battle of Ponyville II

Chapter 16: The Battle of Ponyville II

**Equis, Ponyville**

"So, uh...I'm guessing this goes directly to you," Steve said to the newcomer, pulling out the pager Fury had given him, "Can't say I'm surprised, Fury never tells us everything."

"Where did you get that?" demanded Carol, her fists glowing with power. Steve started to tense up a little more. He didn't know who this woman was, but she clearly wasn't somebody you wanted to mess with.

"Fury gave it to him!" Spider-Man chimed in, "Right before he got frozen solid! He's still alive, though, but-"

"What?!" Carol shouted, advancing on the costumed teenager.

"Whoa whoa whoa!" Steve cut her off, placing his body between the two and raising his shield, "Look, I don't know who you are, but Fury clearly trusts you, and that means we're on the same side. So could we please put off any infighting until later?!"

"Yeah, we've still got problems," Spider-Man added, pointing behind the woman.

Carol turned, discovering that the black, amorphous mass that'd once been the Pony of Shadows was slowly reforming. Legs and wings emerged from the pile of dark matter, and the dark alicorn's head pushed outwards, white eyes glowing with fury as it stared her down. Bolts of black electricity arced across its back, as it ballooned its cheeks and screeched. The three humans slammed their hands over their ears to block out the terrible war cry.

"Fine, whatever. But you're explaining everything to me the second this is over," Carol replied, taking to the air once again.

The Pony of Shadows, eager for revenge, took off with a single flap of its enormous wings, launching itself directly at Carol Danvers. The galactic warrior rocketed off to the side, avoiding the entity's charging attack, before raising both fists and responding with a pair of photon blasts. Her attacks bore hissing holes in the side of the Pony of Shadows, but they sealed up immediately, even as the creature howled in pain.

**"I know not who you are,"** it snarled, **"But you stand alongside the Avengers. Therefore, you must die!"**

"Avengers? Huh," Carol thought to herself for one second, before her brain shifted back into fighting mode.

Carol braced herself as the Pony of Shadows charged its horn, launching several bolts of black magic at her, which she managed to weave around. She dived through the hail of blasts, approaching the creature's head, before reeling back and punching it with all of her might. But the dark alicorn simply morphed itself once more, the magic composing the beast coiling around her fist like a snake. Grunting, Carol pulled, but her arm remained trapped inside the mass of darkness. Meanwhile, the Pony of Shadows' wings began to shift into long, spear-like tentacles again, primed to stab the captain.

"Do not fear, we have your back!" came a voice.

Carol turned her head towards the source, discovering Luna flying up to her, Thor astride her back with his axe in hand. Luna focused her magic on her horn, the blue light coalescing around the appendage and forming a long, curved blade, with which she slashed downwards, slicing off the essence that held Carol's hand. As soon as she was free, Thor raised Jarnbjorn skyward, where a bolt of lightning came down and struck the weapon. Thor swung overhead with all his might, stabbing the electrified axe deep in the Pony of Shadows. The creature morphed once again, forming a new mouth with which to scream in pain at the magical electric strike. Vision, flying up from the side, blasted the mass of darkness with the Mind Stone, forcing it out of the sky.

"Um...thanks, I guess," said Carol, to which Thor gave her an appreciative smile.

"You don't seem to surprised to see a pony, warrior from the stars," Luna noted, as the foursome advanced on the falling Pony of Shadows, "Have you visited Equis before?"

"No, I've had an interesting life," replied the captain, "Talking ponies aren't even close to the weirdest thing I've seen. By the way, my name's Carol."

Meanwhile, back on the ground, Sunset and the Dazzlings were rushing around, avoiding blasts sent down in the chaos of the battle. Sunset, having been born a pony, had adjusted to her shift in species the quickest, remembering the power of her horn and conjuring up force fields to protect the others. The Dazzlings, unfortunately, weren't having the same luck. Adagio kept trying to ignite her horn and failing, while Sonata's wings were lifting her off the ground, but not really getting her anywhere. In addition, all three kept stumbling around on their hooves, unused to walking as quadrupeds.

Cozy Glow took notice of this, and naturally, decided to take advantage.

"Hey, you klutzes!" she shouted from the top of her walker, raising on of the legs, "Need a little help?!" And she brought down the massive metal appendage down on the four ponies. Sunset was quick to raise a shield, but Cozy simply pounded on it, the force of her blows knocking Sunset to the ground. Adagio rushed over to help her, firing a few weak bolts of magic at Cozy's walker, doing nothing. Cozy cackled with mad glee as she raised the leg once again.

This time, the interruption came in the form of Wong, who sent many of the powerful Crimson Bands of Cyttorak towards Cozy's walker, binding up the two back legs. He yanked as hard as he could on the bands, the metal joints of the walker squealing in protest as he pulled it off balance. Starlight, noticing his plight, fired a continuous blast of turquoise magic at the base of the walker, pushing it even further back. This gave Bucky ample time to scoop up Sunset and the Dazzlings, getting them away from the danger zone, while Cozy Glow angrily wrestled with the controls.

"You know," Bucky told the four ponies in the grasp as he ducked under a magic blast from Amora, "Steve wasn't wrong about the risk. And you guys don't seem like you can walk that well, so you should probably get away from this fight."

"We've been ponies for less than twenty minutes, cut us some slack," complained Aria.

"Maybe you're right about the Dazzlings," admitted Sunset, ignoring the look Adagio shot her, "But I can fight! I was born a pony, there's nothing to worry about."

Bucky's response was cut off by Scorpion jumping off and landing in front of them, his claws and tail poised to strike.

"Shouldn't have said that," grumbled the soldier, dropping the ponies and grabbing his combat knife.

Scorpion cackled as he raised his claws, preparing to rip into his enemies, but Sunset struck first, firing a blast of magic into his chest, dropping him onto his rear. Bucky, his super soldier brain working at incredible speeds, ran up, snagged Scorpion by the tail, spun him around, and chucked him off into the distance as hard as he could. It wasn't the farthest throw, considering Bucky only had one arm's worth of super strength, but he still flew pretty hard, bonking his head on the side of the School of Friendship. Dazed, Gargan was in no condition to react when Steve chucked his shield at Scorpion's head, clocking him again.

"What part of 'It's too dangerous, get out of here' don't you understand?" Steve demanded, coming over to Sunset and the Dazzlings.

"I'm not staying out of this fight!" insisted Sunset, flaring the magic of her horn.

"Well, we really wouldn't mind dropping out, let me tell you..." Adagio started to say, before Sunset punched her in the shoulder, "Er, I mean, yes! Of course we want to help!"

"We do?" Sonata asked, oblivious as usual. The youngest siren sister went ignored.

"Look," Steve continued, blocking one of Shocker's blasts with his shield, "It's great that you wanna help. But-"

"No buts!" Sunset cut him off, "It's what Twilight would do. We're not gonna just standby while you need our help and do nothing."

Steve groaned to himself. Clearly, this was one fight he wasn't going to win.

"Okay, fine," he acquiesced, "But you're going to stick by one of us all the time. I'm serious. Do not step away from our sight. Got it?"

"Crystal clear, Captain," replied Sunset, giving a salute with her foreleg.

The Dazzlings groaned collectively, wondering what exactly they were getting into.

Spider-Man, meanwhile, had gotten into another fight with Dr. Octavius. He rolled into a somersault, dodging two tentacles that embedded themselves deep within the earth. Jumping upwards, he grabbed onto Octavius' remaining unoccupied tentacle, swinging around on the lengthy metal appendage, and clocking the doctor on the back of the head with his foot.

"Anybody ever tell you you've really got a problem with your arms, doc?" asked the masked teenager, "I mean, seriously, were you trying to make yourself look like a giant mechanical-"

The rest of Spider-Man's joke would go unheard, as one of Doc Ock's arms grabbed him by the back of the head, before slamming him face-first into the ground. Grunting, Peter coughed out several drops of blood onto the inside of his mask. Before he could make another move, his spider-sense blared, and he rolled to the side just in time to avoid another tentacle that impaled the earth itself.

"DIE ALREADY!" screamed Octavius, raising another tentacle. Though he didn't have time to dodge this next strike, Spider-Man managed to catch the descending metal limb with both hands, holding its claws inches from his face.

"Hey, now, that's just plain rude!" quipped Spider-Man, his muscles straining to hold back the tentacle, "I'm beginning to think you don't want my advice!"

Grunting, Octavius yanked the tentacle backwards, pulling Spider-Man into the air with it. A second tentacle snaked towards him, claws extended. Spider-Man swung his lower body upwards, avoiding the swipe of the metallic limb, and aimed his own arm at Octavius' face. His fingers found the trigger for his web shooter, squeezing and launching a spray of webbing directly towards the scientist's eyes. Octavius screeched as the webbing glued his glasses to his face, blinding him. He began to flail his tentacles, attempting to strike Spider-Man with wild, unfocused attacks.

Peter wouldn't let that stop him, of course. His spider-sense guiding him, he weaved in and out of the tentacles, diving through them directly towards Octavius. He reeled back and punched Octavius in the stomach, knocking his enemy backwards. Unfortunately for him, the recoil caused one of Octavius' arms to snap downwards, striking him across the back and pitching him forward. The two tangled together and rolled backwards, until Peter managed to pry himself free.

Spider-Man grunted as he looked himself over. In the midst of their tumble, Octavius' tentacles had rolled over him, and their claws had raked over his skin, ripping through his costume and scratching him in several places. The cuts weren't too deep, but they were bleeding, and they stung pretty badly. He grunted as he climbed to his feet, forming a couple of web wraps and tying them around his cuts to prevent them from dripping blood.

A grunt drew his attention. Peter looked over at Octavius, who was using a tentacle to pry the webbing off of his glasses, and two more to brace himself as he climbed to his feet. He turned around, baring all four tentacles, claws open, glaring down at Spider-Man.

"Oh, come on," groaned Peter.

But before either combatant could make a move, a cupcake came flying out of nowhere, hitting Octavius in the face, smearing frosting into his vision and blinding him again. The doctor roared in fury, his tentacles snapping upwards and diving towards the source of the attack. Pinkie Pie (of course it was she) bounced out of the way of the tentacles, curling into a ball and rolling over towards Spider-Man.

"Are you okay, Spidey?" she asked, "It looks like this mean doctor guy's been beating you up."

"Thanks for the vote of confidence, Pinkie," Peter snarked, clenching his fists, "But I wouldn't mind a little help, if it's not too much trouble."

"Sounds like fun to me!" replied the earth pony, bouncing on her hooves, "So what're we thinking? Fastball special?"

Peter nodded. "Fastball special."

They'd practiced this move more than enough. Dr. Octavius lashed out with all four tentacles, which both human and pony dodged. Spider-Man shot another blast of webbing at Doc Ock's eyes, blinding him for a few precious seconds, while Pinkie zipped between the tentacles and bounced up into his face, knocking him onto his rear. While he was struggling to get to his feet, Peter fired another web line to Pinkie, who wrapped it around her foreleg. Rolling back onto his heels, Peter swung Pinkie around in an arc, as the earth pony yelled "Wheeeeeeee!" clearly enjoying herself. As he came around again, Spider-Man released his grip on the web line, releasing Pinkie, who curled into a ball. Just as Doc Ock managed to pry the webbing off his face and get to his feet, Pinkie rammed into him, sending the rogue scientist flying. Octavius slammed into a small hill, completely unconscious.

"That went well," announced Spider-Man, casually dusting off his hands.

"I know, right?" exclaimed Pinkie, bouncing around his feet, "Hopefully that big meanie learned his lesson."

Peter hoped the same thing, but sincerely doubted it.

Meanwhile, Rainbow was continuing to struggle with Wind Rider. Despite his fall from grace, the older pegasus certainly had the skills to match Rainbow Dash trick for trick, following her across the sky and regularly attempting to pummel her with his bare hooves. Rainbow, being no slouch in the fighting department, met him blow for blow, but at the moment, the two were evenly matched. Rainbow knew that if she wanted to win this fight, she needed to find a way to exploit Wind Rider's weaknesses, and fast.

"How'd that one feel?!" shouted Wind Rider, as he delivered a particularly nasty punch to the side of Rainbow's head that sent her spiraling out of control, "I'd ask how it feels to have everything crash down around you, but I don't have to!"

He shot forward like a bullet, pinning Rainbow down by the wings with both front hooves. Before the prismatic pegasus could mount a counterattack, Wind Rider headbutted her in the face, dazing her.

"You took everything from me, Crash!" he snorted through clenched teeth, "Because you were an Element of Harmony, you got everything handed to you on a platter. No more. I'm gonna destroy everything you love, and make you feel-"

Rainbow bucked upwards with her back legs, nailing Wind Rider in the rear. The stallion was knocked off of her, slamming face-first directly into the ground. Rainbow leaped to her hooves, relaxing into a fighting pose, wings beating so she hovered just above the grass. Wind Rider managed to get to his hooves, staring Rainbow down.

"I don't care what you think of me," Rainbow spat, "But if you want a fight, you've come to the right mare."

"Good," growled Wind Rider, "Because I'm gonna-"

"Distraction!" screamed Dash.

Wind Rider blinked in confusion, until realization came to him. That realization came in the form of Sam flying down and kicking him in the back of the head, knocking him over once again. Landing on his feet, Sam backhanded the stallion with one wing, sending him flying.

"Glad to see you caught onto the plan, Rainbow," Sam chuckled as his wings folded back into his pack.

"If I hadn't, he'd have turned around and smacked you. So, you're welcome," said Rainbow.

Sam opened his mouth, likely to issue some sort of sarcastic comeback, only for Wind Rider's screaming to cut him off. The pegasus came zooming towards them like a bullet, forcing man and mare to take to the skies once again. Left with two distinct targets going in different directions, Wind Rider paused, unsure how to proceed. His dilemma was solved as Garble, having become bored with chasing Starlight around, began launching a steady stream of fireballs at Sam.

"I'm starting to wish Spike were here!" Sam grunted, as one flaming projectile narrowly missed his back.

"We can't let these two idiots keep us busy!" Rainbow hissed into her earpiece as Wind Rider chased her through the air, "We gotta take them down, now!"

Sam readily agreed, and the two worked out a quick plan. Sam rocketed upwards, pushing his thrusters to their maximum, while Rainbow aimed herself downwards, Garble and Wind Rider hot on their tails. After a few seconds of this, the two suddenly switched directions, flying towards each other, but their pursuers were so focused on their targets, they didn't even notice. Garble launched another fireball, Sam dodged, followed by Rainbow and Wind Rider. Unfortunately for the stallion, Sam took his distracted moment to dive kick past Rainbow, planting his boot directly into Wind Rider's skull. At the same time, Rainbow began beating her wings even faster, zooming past Sam and slamming both forehooves into Garble's chest, knocking the wind out of him. The two flyers plummeted out of the sky, and would've slammed into the earth with deadly results, had Sam and Rainbow not been kind enough to catch them.

"Well, that didn't go so bad, did it?" asked Sam.

"Could've gone worse," replied Rainbow, rubbing her sore forehooves.

* * *

Cozy Glow's reign of terror didn't appear to be coming to an end any time soon. Her massive walker continued to stomp around the edge of Ponyville, cannons firing like crazy, while the Avengers below scurried around to avoid them. At the current moment, she was battling Wong, Valkyrie, Loki, and Starlight. The two magic users were currently attempting to fire blasts at the tiny pegasus, but she moved around so much that none of the shots were hitting her.

Valkyrie roared in frustration, swinging the Dragon's Fang sword with all her might into one of the walker's legs. Unfortunately, just as it had before, the blade screeched off the metal, and the Asgardian had to dive to the side to avoid getting stomped on.

"HAHAHAHAHAHA!" Cozy Glow cackled from her perch, "I'm going to grind all you puny ants into dust beneath my hooves!"  
"You know, I'm beginning to really hate that pegasus," Valkyrie snarled, climbing to her feet once again.

"You're not the only one, believe me," replied Starlight, "And to think, we thought she was one of our better students."

As the four continued to dodge Cozy Glow's cannon fire, the pegasus' attention was suddenly drawn by two flying forms swooping above her. Sam and Rainbow, fresh off their victory over Garble and Wind Rider, came rushing in, catching her off guard. Before she could reposition her cannons, Sam launched Redwing out of his pack, causing the drone to slam into the side of Cozy Glow's walker, throwing her off balance.

"We'll keep her busy!" Sam yelled into his earpiece, "Just do your thing!"

Wong nodded, signaling to the other two. "Listen, I have a plan, but this it going to require everyone." He quickly relayed his idea, and the others readily agreed.

Cozy Glow, distracted by Sam and Rainbow, was focusing less on her control over the massive walker. Wong took advantage of her current state, opening a portal beneath her, which one of the walker's legs immediately stepped into. With a wave of his hand, he sealed the portal shut, immediately severing off the foot, along with a chunk of the lower leg. Cozy Glow screeched out in surprise as her walker wobbled, trying desperately to regain some sort of stability.

Her efforts were doomed to failure, as Loki tossed a long, golden rope of pure magic around the damaged limb, pulling on it with all his strength. At the same time, Rainbow and Sam dive-bombed into the walker's front, and Starlight fired a magical beam at the bottom, upsetting her even further. Cozy Glow screamed as the walker went tumbling down, crashing into the earth with the force of many falling trees. Before the dazed pony could recover, Valkyrie leaped onto the front of the walker, and with a single swipe of her sword, sliced off the barrels of both canons, leaving them useless.

Cozy Glow, knocked silly by the fall, shook her head to regain her bearing, and looked up, only to find herself face-to-face with a very angry Asgardian warrior.

"Uh, h-hi," she stuttered, waving one forehoof at Valkyrie, "You...you wouldn't actually h-hurt a poor, defenseless filly like me, would you?" She opened her eyes as wide as she could, beaming up at her opponent, while quietly reaching for a small button on the dashboard of her walker.

Valkyrie shut the pony's eyes with a swift punch to the forehead.

"A bit harsh, don't you think?" Loki quipped, tossing a knife above his hand.

"After she tried to shoot us to death? That's getting off lightly."

Steve, Bucky, and Applejack, meanwhile, were having their own bit of fun. That is, if being surrounded by Scorpion, Batroc, and Shocker counted as fun. At the same time, Sunset and the Dazzlings were hiding behind a rock, watching the three Avengers moving being circled.

"We've gotta help them," Sunset prompted, lighting up her horn with her signature red aura, "Adagio, are you ready?"

"Um, Sunset?" replied the former siren, "You are aware that I've been a unicorn for a total of ten minutes, right?" She indicated her horn. "I have no idea how this thing even works!"

"Maybe you could just rub it?" Sonata chimed in, "That works with-"

"ALRIGHT!" Sunset cut her off, "Okay, think about how you channeled magic before...we...broke your gems. The state of mind you put yourself in. Imagine a stream of energy, coming from the center of your being, going up to your horn..."

Adagio looked skeptically at her fellow unicorn, but closed her eyes. She remembered her singing, how magic flowed through her vocal chords, out into the minds of those listening to her. Only this time, instead of flowing to her pendant, she imagined the magic flowing from her heart, into her horn. She felt a light tingling in her horn, and looked upwards, noticing that a bright orange glow now engulfed the appendage.

"Whoa," Aria breathed, looking at the light.

"Okay," said Sunset, aiming herself towards the crowd of villains. She used her hooves to position Adagio the same way. "Now, release it at them!"

Adagio complied, shutting her eyes and firing her horn. Sunset fired as well, and the two magical beams slammed into Scorpion and Shocker, sending the two villains flying. Batroc blinked in surprise, but before he could react at all, Applejack charged up to him and bucked him in the chest, sending him flying.

"So what's the plan for dealing with these freaks?" Aria asked, as the four ponies rushed up to Captain America.

"I wish I knew," replied Steve, tightening the strap on his shield, "We knock them down, but they just keep getting back up."

"If my vote counts for anything," said Applejack, "I say we take out that Scorpion freak first. He's gettin' on my nerves."

"Sounds like a plan!" yelled Bucky, pointing. Their three opponents were getting to their feet again.

Frantic, Steve chucked his shield at Scorpion again, only for the man to duck under the flying discus. But before it could fly back to the captain, Sunset Shimmer fired another magical beam at the center of it, which bounced off and hit Scorpion in the back. He staggered forward, claws and tail flailing wildly, until Steve caught his returning shield and bashed him across the face with it. Growling in fury, Scorpion thrust towards Steve with his tail, which Steve leaped over. Looking around, Gargan discovered he now had Steve on one side and Sunset and Adagio on the other.

"You freaks think you can take me on?!" he growled, clicking his claws together.

"Kind of a stretch, calling _us _the freaks," said Adagio, rolling her eyes.

Scorpion bent down, swinging his massive tail in a circle around him. Sunset and Adagio managed to duck under it, but Steve just barely raised his shield in time to block it from stabbing into his side. The impact briefly halted Scorpion, prompting Steve to wrap his free hand around the appendage and pull as hard as he could. Unfortunately, Scorpion's super strength exceeded Steve's, and he was unable to make the man budge.

Sunset and Adagio took the opportunity to blast Scorpion with their magical beams, but Scorpion's armor deflected some of the force. Grunting, Gargan swung his tail, taking Steve with it, and hurled him at the ponies. Sunset managed to catch him with her magic, but that didn't stop Scorpion from advancing on them. Neither were Adagio's relatively weak magical blast, which Scorpion shielded himself against with his claws.

"Uh, guys?" Adagio asked, as she continued to ineffectually fire at Scorpion, "A little help here?"

Steve didn't respond, merely chucking his shield at Gargan yet again. The projectile impacted him between the eyes, and was immediately enveloped in Sunset Shimmer's telekinetic aura, causing it to fly towards Scorpion again. Sunset quickly began causing the shield to fly into Scorpion again and again, impacting him from all different directions.

"Pinball of doom, creep!" yelled Sunset.

With Scorpion distracted, Steve rushed up to him, launching a side kick that managed to nail him in the lower jaw. Gargan howled in pain as he reeled backwards, claws and tail swinging wildly. Sunset then levitated Steve's shield back over to him, and the captain charged forward with it raised, ramming it into Gargan's chest. Sunset and Adagio followed up with another combined magical blast, sending Scorpion onto his rear.

"I think that might've done it," Steve muttered once Gargan didn't get up, "Anypony got any wood I can knock on just to be safe?"

"Nope," replied Sunset, "I could clop my hooves together."

"What good is that going to do?" demanded Adagio.

"Just humor me."

Bucky and Sonata had been thrown together, meanwhile, and were facing off against the Shocker. The battle wasn't going particularly well for the White Wolf, as he had to scoop up Sonata and carry her around with him so she didn't get blasted. This left him handicapped to the point where all he could do was dodge.

"You don't appear to be kicking his butt," remarked Sonata, as the duo dived behind a rock to avoid another shocker blast, "I thought that was kind of the super hero thing, y'know?"

"Shut up, whatever your name is," Bucky growled, as he poked his head above the rock to fire a few bullets at Shocker. He hurriedly ducked back under to avoid another electric blast.

"It's Sonata Dusk, thank you," she responded with a huff, "And for your information, I think I might know a way you can deal with this guy!"

"Really? I would love to hear that," Bucky snarked as he reloaded his rifle.

"It's simple. Throw me at him."

Bucky gave her the only look that could respond to that suggestion.

"I'm serious! I just barely got these wings, so I can't fly that well. But if you just throw me into him, I'll be able to keep him busy so you can rush up and deal with him."

Bucky thought about what the siren was suggesting. It wasn't an impossible plan, if Thor's description of 'Get help' was accurate. He was jarred from his thoughts as another blast impacted the rock they hid behind. Their shelter wouldn't last much longer. Gritting his teeth, Bucky made a decision.

"Alright, your funeral," he said, as he scooped up Sonata with his vibranium arm. He waited for Shocker to finish firing a blast, before he stood up and hurled Sonata towards his opponent as hard as he possibly could. In midair, Sonata flapped her wings as hard as she could to increase her speed, rocketing towards Shocker like a bullet, her front hooves pointed forward. With a grunt, she slammed into his chest with a considerable amount of force, knocking him down.

Beneath his helmet, Schultz gasped as Sonata knocked the wind out of him. He tried to reposition his gauntlets to blast her away, but she was just too close, and he'd risk hitting his own body. To make matters worse for the criminal, Sonata latched onto him and began punching with her front hooves. She didn't possess as much strength as Rainbow Dash, but she was certainly trying.

Just as Shocker managed to get one of his gauntlets against her stomach, Bucky suddenly seized him by the neck, lifting him into the air. The White Wolf reeled back and punched repeatedly with his vibranium arm, dealing punishing blows between Shocker's eyes that left him dazed. With one final blow, Bucky sent Shocker flying across the grass, out cold.

"I have to give you credit," Bucky admitted to Sonata, "That plan wasn't too bad."

"I know, right?! If only Dagi and Ari would listen to my ideas!"

At the same time, Applejack and Aria Blaze were throwing down with Georges Batroc. The Algerian man was currently dazing the two earth ponies by jumping around like a maniac, his power boosting exo-skeleton making it easy for him to leap over their heads. Applejack, needless to say, was starting to get rather annoyed with her opponent, Aria even more so.

"Just hold still, you freaking-" Aria spat, trying to buck Batroc, in an imitation of the move she'd seen Applejack do.

Unfortunately for the former siren, Batroc was far too skilled to fall for such a clumsy attack. He vaulted over Aria's kick, grabbing her by one of her mane tails. With a skilled toss, he sent Aria flying directly into Applejack, sending the two ponies falling into a pile of limbs.

_"Hm. Pathetic ponies,"_ Batroc quipped in French.

"This ain't exactly workin' in our favor," Applejack grunted, disentangling herself from Aria, "He just keeps moving too fast!"  
"And how do you suppose we rectify that, genius?" demanded Aria.

Applejack shot her a quiet glare, as her mind began racing for ideas on how to deal with Batroc. With just the two of them, their options were quite limited, considering neither of them could fly or use magic. Still, earth ponies were far from helpless, and nopony, except maybe Pinkie Pie, knew how to take advantage of their talents better than Applejack.

"Okay, here's what we're gonna do..." Applejack hurriedly whispered her plan to Aria, the former siren looking rather grouchy at the idea, but she nonetheless agreed.

"I can see what you're doing," Batroc remarked in English, "Whatever little trick you have in mind, it won't work on me."

"Would you just put a sock in it already?!" Aria snapped, charging towards Batroc and bucking in his direction with all her might. Of course, Batroc saw the rushed attack coming, vaulting over the earth pony with ease. What he hadn't realized was that this was exactly what they'd wanted him to do.

Applejack's lasso came flying through the air, wrapping itself around Batroc's midsection. Before the former pirate could react, the Element of Honesty swung with all her might, bringing Batroc around in an arc, and slamming him headfirst into the ground. Applejack kept the lasso firmly in her teeth, as Aria went over to check on Batroc. She poked him gently in the side with one hoof, and he didn't react.

"He's out cold," Aria stated, matter-of-factly, "Well, that was easy."

"Speak for yourself," snarked Applejack, "You only got her after we'd dealt with the hard stuff."

* * *

While all this had been going on, the Pony of Shadows had remained engaged with Luna, Thor, Vision, and Carol. To the quartet's credit, they had been able to avoid many of the dark alicorn's attacks by working together, dishing out just as much damage as they got thrown at them. Unfortunately, they didn't seem to be doing a great deal to their opponent. They cut, burned, and blasted the Pony of Shadows, but the wounds always regenerated.

"Will you just piss off already?!" Carol roared, firing two photon blasts towards the pony's head. The shadowy mass dematerialized, allowing the blasts to pass harmlessly over its body, and it retaliated with a pair of dark, pointed tentacles. Before they could impale Carol, Thor hurled Jarnbjorn at them, severing them in the middle.

"Calm down, lady," Thor said as he caught the returning axe, "The last thing we need right now is to lose our tempers." Carol shot him a glare, but took a couple of deep breaths, realizing he was right.

"We may need to reconsider our strategy," Vision spoke, firing more golden beams at the beast, "Together, the four of us may equal this being in raw strength, but we are unable to do any lasting damage to it."

"The Pony of Shadows is a being of pure dark magic," said Luna, "If we damage its physical form, it merely draws in more ambient magic from the atmosphere of Equis, channeling that to heal its wounds."

"Exactly how do we get around that?" demanded Carol, frustrated with the current state of the battle.

"Even magic has its limits," Thor remarked, "If we could find a way to drain its energy, then hit it with everything we've got, we might be able to break the integrity of the spell that holds it together."

"But even together, my sister and I couldn't channel that much magic," Luna replied, looking worried, "Does anybody else have energy absorption powers?"

Carol looked down at her hands, an idea hitting her like a lightning bolt. "If I drain his...magic, can the three of you blast him?"

"Sounds like a plan!" responded Thor, enthusiastically.

Carol nodded, her helmet re-materializing over her face, turning towards the Pony of Shadows, and rocketing towards it. The Pony of Shadows responded by firing bolts of black lightning towards her, which she weaved past. Thor, Vision, and Luna fired blasts of their own, throwing off its aim off. Thor hurled his axe at the beast, forcing it to duck down, giving Carol the opening to ram into it like a missile, wrapping herself around the Pony's neck, her hands glowing gold as she began to absorb the magic.

It was different from the type of energy she was used to absorbing. This energy seemed more vibrant, almost...alive, she guessed would be the best word to describe it. It seemed to actively be trying to resist her, trying to squirm away in her grip. Carol Danvers, however, was nothing if not tenacious, and she persisted, pulling in more and more of the dark magic, as the Pony of Shadows' form started to flicker.

"NO!" screamed the dark alicorn, "UNHAND ME, WORM!" It continued writhing and bucking with all its strength, but failing to dislodge the star-bound warrior. Carol's golden aura started to become tinged with black traces, and she felt bolts of pain pop up throughout her body, but she gritted her teeth and ignored it. She had no other choice.

The Pony of Shadows began to degrade, holes beginning to fill its form, its bolts of lightning growing weaker and weaker with each passing second. It slammed its eyes shut and screamed to the heavens, before Carol bucked with her legs, launching herself off of it.

"NOW!" she screamed.

Thor, Luna, and Vision obeyed immediately, launching beams of lightning, magic, and energy towards the dark alicorn, impacting the body with their combined attack. The holes Carol had already created began to burn deeper, spreading wider. The white eyes on the alicorn turned red in agony, its wings disintegrating into dust as it crumpled to the ground.

Carol, meanwhile, had to contend with the dark magic she'd pulled out of the beast. Bolts of black lightning lanced across her form, stinging her like a swarm of wasps. She knew that the only way to stop this torrent of pain was to vent it. Looking upwards, she got the perfect idea of where to put it.

Carol thrust both fists skyward, firing a powerful duel photon blast. Gold light intermingled with black energy, flying outwards and breaching the atmosphere of Planet Equis. The intensity grew weaker and weaker as it flew onward, eventually dissipating into the ether. Carol breathed a sigh of relief, thankful that pain was over.

The remaining trio had ceased their attack on the Pony of Shadows, looking down at its distorted form. Its eyes and horn had faded into darkness, and it had fallen onto its side, completely limp, powerless.

"The spell holding it together is failing," said Luna, "Whoever they used as its replacement host is free."

"Excellent," replied Thor, "Thanks for the help, Carol."

Carol shrugged. "Whatever."

* * *

Amora, Chrysalis, and Ahuizotl were left alone, Avengers and ponies surrounding them on all sides. Amora's magic sparked around her fists, and Chrysalis and Ahuizotl glared defiantly at their opponents, but they were clearly outnumbered. Especially after Thor, Luna, Vision, and Carol joined the party.

"Amora," Thor declared, baring his axe at her, "You've lost this battle. Surrender, and no harm will come to you."

Amora gritted her teeth. "I'd rather perish than surrender to you, Odinson," she snapped, "Yet, perhaps this day doesn't belong to us."

"You'll never take us alive!" Chrysalis spat, "We'll die before-"

She didn't get the chance to finish her taunt, as Amora waved her hands once again. Portals formed of gleaming yellow sparks formed underneath the changeling queen and Ahuizotl, which both dropped into before they could react. The portals sealed shut in seconds, and more portals opened beneath the unconscious members of their group, dropping them away to an unknown location. Finally, Amora created a portal beneath herself, dropping out of sight, as the vortex closed behind her.

This had all taken place over a period of less than five seconds, and the heroes were left standing int the empty outskirts of Ponyville, their only company the shattered remains of Cozy Glow's walker.

"Well, this sucks," Spider-Man quipped, rubbing his sore shoulder, "Hey, magician guy? Any chance you could copy that trick and take us wherever they ran away to?"

"Unfortunately, no," replied Wong, "I have no idea where they went, and I have no way to perform any kind of tracking spell on them."

Steve cursed quietly under his breath. All that fighting, and they'd walked away with nothing to show for it but some bruises. He supposed it could've been worse. Nobody-or pony-had died, and they could go back to Earth from Twilight's castle.

Just as he opened his mouth to start issuing commands, a groan attracted everyone's attention. They all directed their gazes back to where the Pony of Shadows had fallen. The last layers of the creature's black magic skin were falling away, revealing the pony underneath. A very familiar pony, as a matter of fact.

"You know," said King Sombra, his voice weak and tired, "You probably won't believe me, but I'm actually happy to see you idiots this time."


	17. Chapter 17: The Tide Turns

Chapter 17: The Tide Turns

**Earth, Avengers Compound**

Pepper and Bruce, outfitted in their armor, soared above the field of battle, keeping their eyes trained on the showdown. Natasha and Clint were still facing off against Yelena and Barney, the two archers firing explosive arrows all over the place. Natasha had Rarity by her side. Dr Strange had tied up Titanium Man in the Crimson Bands of Cyttorak, while Tony and Twilight bombarded him with blasts. Rhodey and Spike were shooting at Abomination, though their attacks didn't seem to affect him much. The Sphinx was currently coming after Fluttershy, while Celestia and T'Challa tried to keep it off her back. Wanda, Korg, and Tempest seemed to be drifting between multiple fights, trying to cause as much damage as they could. Cinch and Neighsay, meanwhile, had been attacking Autumn Blaze again, but now they were swatting at ants that swarmed up their bodies like locusts, obviously the work of Scott and Hope.

"Okay," Pepper spoke into her helmet, "I think we know where we're needed. Just be careful, alright?"

"I will," Bruce promised, before he rocketed off towards Abomination. The hulking behemoth barely had a chance to turn around before the Hulkbuster slammed into him shoulder-first, throwing him off balance while Bruce unloaded punches on the back of the head.

"WHOA!" exclaimed Spike, "That's a big Iron Man suit!"

"Well, I certainly wasn't expecting backup," said Rhodey, "But I'm not complaining."

Abomination growled angrily as he got to his feet, facing down Bruce in the Hulkbuster armor. "What is this...mockery?!" he demanded, clenching his fists with fury.

"You said you wanted a rematch," Bruce snarked back at him, "You're getting one!"

The armor's back ports opened, launching a massive flurry of small missiles directly at the bony beast. Abomination braced himself as the rockets exploded against his skin, and they did little in the way of lasting damage. Bruce wasn't about to let that stop him, of course, as he charged up to Blonsky and delivered a powerful backhand, sending his opponent sprawling onto his rear.

"Uh, Dr. Banner? You sure about this?" asked Spike.

"Not exactly," Bruce answered from inside the armor, "But I might as well roll with it."  
Pepper, meanwhile, flew towards Tony and Twilight. Titanium Man had managed to free himself from Dr. Strange's spell, and backhanded the magician, sending him tumbling off. The Russian man was currently firing rockets at Iron Man, though Twilight was deflecting the projectiles with her magic. Pepper joined in the effort, her nanites forming a pair of shoulder-mounted repulsor panels, firing several blasts at Titanium Man. Twilight joined in, launching her own magical blasts, and their combined effort was enough to force the massive suit back.

"Thanks for the help," Twilight said, "Um, I don't believe we've met, though. Who-?"

The rest of the alicorn's words were drowned out as Pepper's helmet retracted from around her head. The woman smiled to herself as Twilight's jaw dropped open.

"Glad to see you're okay, Twilight," Pepper laughed. Tony dropped down next to them, his own helmet dematerializing.

"I see someone's been looking at their birthday presents early," he quipped, clapping Pepper on the shoulder, "Not that that's a problem, of course. We need all the backup we can get."

"Uh, guys?" Dr. Strange interrupted, "Not that I want to criticize your schmoozing, or whatever, but we've still got a problem!" He pointed back.

Tony, Twilight, and Pepper turned around, helmets reforming over their skulls in the process. Titanium Man was getting to his feet, with several dents in his armor, but otherwise unhurt. The eyes on his mask glowed red with fury.

"I've waited too long for a chance to destroy you, Iron Man!" he cackled, "And now, I get to crush you along with your beloved!" Two massive panels unfolded on his back, revealing a pair of giant laser blasters aimed directly at the Avengers.

"Oh, come on," groaned Twilight.

The four barely had time to avoid the incoming attack (Twilight and Strange teleporting, Tony and Pepper taking to the skies), as the giant laser bolts came flying towards them.

At the same time, the Sphinx was continuing to pounce after Fluttershy, as the timid pegasus flew as fast as her wings could carry her. With every swipe of her paw, the furry beast got closer and closer to Fluttershy, slicing bits of hair out of her tail. T'Challa, riding on Celestia's back, was coming up behind the creature, but Celestia's magical blasts didn't seem to be hurting her.

"I can halt her," T'Challa assured her, as he pounded on the surface of his armor, causing more and more purple light to spread across his body. "Hurl me at her."

Celestia raised an eyebrow at him, but nonetheless followed his order. She bucked her back, sending T'Challa flying off of her and towards the Sphinx. The Black Panther body-slammed the mythical creature right between the wings, as his suit released all the store kinetic energy into one pulse, knocking the Sphinx out of the sky and into the grass. She screeched in fury as the dirt burst upwards around her, T'Challa rolling off her back in the process.

Fluttershy squeaked in surprise as she came to a stop. T'Challa and Celestia rushed over to her out of concern.

"Are you well, Fluttershy?" asked the prince, his mask dematerializing from his face. He placed a comforting arm on her withers. "Did the Sphinx manage to injure you?"

"N-no, your Highness," Fluttershy managed to squeak out, still shaking a little, "T-thank you for saving me. Oh, a-and thank you Princess."

Princess Celestia nodded. "It is always a pleasure to help one of my little ponies, Fluttershy. Now, shall we-"

A sound behind her cut the princess off. The three of them whirled around, discovering that the Sphinx was getting back to her feet, her yellow eyes narrowing on the trio, as she bared her massive fangs in fury.

"Oh for Pete's sake," T'Challa groaned, his helmet reforming.

The Spinx screeched angrily, before lunging forward with one giant paw. T'Challa managed to shove Celestia and Fluttershy away, but this action forced him to take the full brunt of the attack himself. Fortunately, his armor managed to deflect her swiping claws, though he was still pinned to the ground. The Sphinx, obviously displeased with this turn of events, popped the claws on her other arm, preparing to attack T'Challa again. Vibranium wasn't completely indestructible, and given the Sphinx's strength, she could conceivably get through his armor eventually.

"King T'Challa!" screamed Fluttershy, spreading her wings and launching herself towards the Sphinx. She managed to clock the beast in a full-body tackle, right on the side of her jaw. It wasn't the strongest blow, considering it was Fluttershy, after all, but it did manage to distract the Sphinx, causing her to lift her paw off of Black Panther. She whirled on Fluttershy, hissing and spitting, with her claws outstretched. Fluttershy winced slightly, afraid she might've just doomed herself.

Of course, the timid yellow pegasus knew she could count on her friends, and her faith was proven right as a golden lasso of pure magic lashed outward, wrapping itself around the Sphinx's paw. The beast gasped in confusion at the sight, turning to follow the rope to its source, which was, of course, Princess Celestia's horn. Celestia dug her hooves into the ground as she pulled on the Sphinx's paw, sending two more to encircle the beast's other wrist, as well as her muzzle. The Sphinx gave another hiss, trying to rip apart the bonds holding her, but Celestia held firm.

T'Challa, having recovered from the Sphinx's previous attack, charged towards her, leaping forward and planting both feet on her nose. The kinetic energy his suit released sent her flying backwards, but Celestia's golden chains snapped taut, before yanking her back down like the snapback of a rubber band, slamming the Sphinx into the earth once again. Fluttershy, wanting to help, flew over and bucked the Sphinx in the eye as hard as she could. The beast could only manage a pained grunt in response.

It the combined attack did seem to do the trick, as the Sphinx closed her eyes, apparently passing out. T'Challa and Celestia approached her cautiously, T'Challa keeping his claws popped just in case. Celestia decided to test their success, firing a magical beam directly between the Sphinx's eyes. The creature gave a weak hiss, but otherwise did not move. She didn't seem to be luring them in for another attack.

"Well," T'Challa remarked, sheathing his claws and causing his helmet to de-materialize from around his head, "That particular battle could've gone much worse."

"Don't jinx it," Celestia warned him, but her smile betrayed her joking nature.

* * *

Meanwhile, Cinch and Neighsay were still trying to take shots at Autumn Blaze, but their efforts were still being thwarted by the most minuscule of Avengers. Scott, riding on a flying ant, and Hope, aided by her wings, buzzed around their heads, along with a small army of ants they'd mentally controlled into attacking them. The two unicorns were covered in small bites, with still more ants swarming over them. Still, they showed no signs of giving up. Autumn Blaze herself continued to watch them, unsure of what to do herself.

Scott leaped off his flying steed, taking careful aim and delivering a powerful punch to Neighsay's jaw. The unicorn was thrown off of his hooves and onto his side, sliding in the dirt.

"That's what you get for being a crotchety old prick, pal!" Scott quipped, leaping back onto his ride, before Cinch sent another blast at him.

"I don't think they really appreciate your jokes, Scott," Hope remarked, as she fired another stinger blast into Cinch's neck, prompting the unicorn to screech in fury and lunge towards the Wasp, only to miss.

"Why do you persist in interfering in pony affairs?!" demanded Cinch, as she used a spell to dislodge all of the ants crawling all over her, "Why must you-"

"Because these ponies are our friends," Hope replied, dodging another magical bolt, "And you're trying to ruin their lives. So we're gonna take you out."

"That's not true!" Neighsay tried to shout, but Celestia's earlier verbal thrashing had left too much of an impact. He wasn't fighting at anywhere near his full potential, and he was certainly in no condition to debate with these beings.

Which was exactly what Scott and Hope were counting on. "Now, Sparky!" yelled Scott.

Tempest was standing by, and she leapt into action at Ant-Man's words. She charged up her broken stump of a horn, as bolts of blue electricity lanced out of it, zapping everything near to her. Rearing her head back, Tempest launched a ball of magical lighting towards Neighsay and Cinch, catching them both with one attack. The two unicorns were actually lifted off of their hooves and pitched backwards, sliding across the grass and dirt that actually managed to stain their coats.

Scott and Hope activated their triggers, growing back to normal size. "Nice shooting, Temps," said Scott, giving Tempest the closest thing he could to a high-five, "I think you're probably the most badass a unicorn could ever hope to be."

"Thanks," Tempest replied, turning a slightly deeper shade of red.

Hope's attention was drawn instead to Autumn Blaze. The kirin was looking rather unsure of herself, nervously fiddling with her hooves. Hope hadn't had much of a chance to talk with the kirin on the jet, but from what she'd seen, she was usually pretty chipper. At the moment, however, she seemed more lost than anything. Hope was filled with empathy for the creature.

"Hey," she said softly, putting her hand on Autumn Blaze's back, "Are you alright?"

"I'm not ready for this!" Autumn Blaze squeaked, shaking with fear, starting to cry, "I'm not a fighter! I shouldn't have come on this-"

"Hey, hey, hey," Hope cut her off, gently massaging her shoulders, "Do you want me to get you to a safe spot? I can do that, you have no obligation to be in this fight."

Autumn sniffed, wiping her tears away. She'd been hoping the Friendship Conference would just be a chance to connect with her pony friends again, and hopefully get the kirin society to connect with the pony government. However, her hopes had been rapidly dashed, as the situation went on a downward spiral towards disaster, all because of these people. She wasn't even certain why they were attacking (though the Avengers didn't seem to know either), and those two unicorns seemed to despise her just for not being a pony. At least Hope was being kind to her, and trying to keep her stable. She-

Hope suddenly shouted in pain as she was shoved away from Autumn, courtesy of the magical blast she took directly between the shoulder blades. Scott had resumed battling the two unicorns, but Neighsay had managed to get off a single blast at Hope, knocking her over.

Autumn Blaze looked on at the injured Wasp. Hope clearly wasn't seriously harmed, but at the same time, the blast had definitely hurt. Seeing someone lash out at someone so kind, something snapped in Autumn Blaze. She gritted her teeth as red and purple fire sprouted around her body, enveloping her form. With another burst of energy, her body shifted, transforming her ivory and green body into a black, burning nightmare, her eyes going blank white.

"YOU!" screamed the nirik, rounding on Cinch and Neighsay, raising one hoof and pitching a ball of fire at them. The projectile burst right between the two unicorns, sending them both flying yet again. But Autumn Blaze wasn't done there, charging towards them and baring her fangs.

Scott and Hope regrouped, their helmets retracting as they watched Autumn Blaze bearing down on Cinch and Neighsay.

"Whoa..." Scott breathed, "I thought the Hulk was crazy, but this is the next level."

"Autumn!" Hope called, as Autumn Blaze used her horn to jab Neighsay in the stomach, "Are you okay?!"

The burning nirik turned around, and with a small flash, her eyes reverted back to their normal golden color. "Well, yeah. I was just taking out my anger on these guys," she replied. Her voice was still in its growling mode, but it was still noticeably her voice. "Don't worry, I can control this."

"Uh, okay," Hope replied, re-equipping her helmet and flying back over to the two unicorns. Scott followed.

Around the same time, Natasha and Rarity were continuing their battle against Yelena. Clint and Barney were fighting in the same general area, and Clint had been joined by Fluttershy. Clint had taken shelter behind a building, Fluttershy alongside him, occasionally taking shots at Barney, while the enemy responded in kind. Natasha and Yelena were having a martial arts fight in the middle of the grassy plain, while Rarity attempted to telekinetically toss objects at the opposing agent. Unfortunately, Yelena was just too good at dodging and was able to keep up with both of them at the same time.

"We don't seem to be making a lot of progress here!" Clint complained, as Barney's next explosive arrow detonated upon colliding with Clint's in mid-air. He turned towards Fluttershy. "Any chance you could fly in close and distract Barney?"

"I don't know about that," replied Fluttershy, "I'm not that fast of a flyer, and it seems likely he'd shoot me down halfway there."

Natasha grunted as she kicked Yelena in the chest, knocking the false widow away from her. Yelena managed to draw a gun, forcing Natasha and Rarity to dive behind another building to avoid the bullets.

"We're kind of at an impasse, too," Natasha spoke into her earpiece, "Clint, what if we tried switching dance partners?"

Clint considered the idea for a few moments. "It could work," he conceded, "It'd certainly catch them off guard."

"Pardon me, darling," Rarity spoke up, "But aren't they going to see that move coming a mile away? We can't just ask them to wait while we switch places."

"I may have a solution for that," Clint offered, "But I'm gonna need some help from you, Rares."

"I am at your disposal, darling."

Clint quickly relayed his plan to Rarity, who felt confidant enough to agree to the idea. Fluttershy was still nervous about having to go up against Yelena, but she swallowed her fear. Rarity began charging her horn, while Clint readied another arrow, waiting for Yelena and Barney to pause for the half-second they needed. Eventually, they got it.

Rising out from his hiding place, Clint fired a single arrow at Barney, while at the exact same moment, Rarity popped up and launched her collected magic at Yelena. Natasha and Fluttershy had already started moving once they'd fired, keeping their eyes covered, away from the attacks. The arrow burst harmlessly with a bright flash of light, blinding Barney, while Rarity's spell exploded in a variation of a light spell, forcing Yelena to cover her eyes. Clint and Rarity followed their partners, and soon enough, the two duos had switched places.

Barney blinked repeatedly, erasing the blinding glare from his vision, only to find himself not facing his brother, but Natasha and Rarity. The two females immediately fired at him, Natasha with her Widow's Bite, and Rarity with a magical beam. Barney managed to dive to the side to avoid the attack, nocking another arrow in the process.

"Romanoff, huh?" he remarked, dryly, "We never were formally introduced." He released the arrow.

"Clint's told me a lot about you," said Natasha, continuing to charge forward, electric batons drawn, as Rarity blasted the arrow out of the air, "Enough for me to know I don't like you."

Barney managed to get off two more shots, but Natasha was able to dodge them. She'd known Clint for years, and Barney's style of shooting was very similar. Once she got within range, Barney attempted to club her with his bow, but Rarity seized it in her magical grip, yanking it up and out of his grip. As a result, Barney was completely unprotected against the Black Widow, who jabbed both batons into his stomach, sending hundreds of volts of electricity into his body. Barney hissed in pain, stumbling backwards before Natasha landed a roundhouse kick directly into the side of his head, knocking him to the ground, unconscious.

Rarity galloped up to her partner, looking down at the fallen archer. "We do make a rather good team, don't we, Miss Romanoff?"

Natasha smiled pleasantly, an uncommon occurrence for her. "For the last time, Rarity, you can just call me Natasha."

Clint and Fluttershy had gathered a few yards away from Yelena, Clint nocking another arrow. Yelena managed to recover from the assault on her retinas just in time to dodge the electrified projectile.

"Barton," she hissed, angry at the apparent loss of her chance at revenge, "At least I get to make Romanoff suffer by killing you."

"Yeah, yeah," Clint replied, collapsing his bow into a fighting staff, "I've probably heard it before, believe me."

The pegasus next to him had a very different reaction. Gasping in shock, Fluttershy took off, flying up so that she was face-to-face with Yelena. The Russian reared back, preparing to jab the pony with her own baton, but Fluttershy Stared as hard as she possibly could, directly into Yelena's eyes. Yelena froze, feeling the pegasus boring into her soul, dropping her baton from sheer terror. No training could've prepared her for this.

With Yelena distracted, Clint took the opportunity to swing his weapon into her chest, knocking the wind out of her. Yelena grunted, rolling backwards to get back on her feet and arming herself once more. But before she could make a move against Clint, Fluttershy zipped behind her, and covered her eyes with her yellow hooves. Blinded, Yelena couldn't block Clint's next blow directly into her throat, followed by a roundhouse kick that sent her flying.

It was too much for Yelena. Every time she tried to get off an attack, Fluttershy would always do something to draw her attention away, and Clint would land another powerful blow. The Russian spy couldn't even take a chance to assault the pegasus, as Clint would always protect her. Finally, Clint drew another electric arrow from his quiver, while Fluttershy curled up into a ball behind Yelena's heels. Clint jabbed the arrow directly into Yelena's chest, shocking her, before clocking her over the head with his weapon, causing his opponent to trip over Fluttershy, and slam her head directly into the ground. Yelena Belova was out cold, and Clint took the opportunity to tie her up with one of his cable arrows.

"Thanks for the assist, Fluttershy," Clint remarked, "For a pony that claims not to be much of a fighter, you're not bad at it."

"Um, thank you, Clint," replied the timid pegasus.

* * *

The battle against the Abomination hadn't been going too smoothly. Sure, in the Hulkbuster, Bruce was capable of matching his sheer strength, but Blonsky was a trained soldier, and Bruce wasn't even experienced in piloting the suit. Spike and Rhodey were doing the best they could to help, but even War Machine's powerful arsenal didn't seem to be doing a great deal of damage.

Gritting his teeth in frustration, Bruce reared back and punched Blonsky in the face with one heavy armored fist, knocking him backwards, before his shoulders opened up, releasing a flurry of small missiles. The projectiles impacted all over the body of the Abomination, but the explosions failed to truly hurt him. Bruce activated his jet boosters, but Blonsky seized him by the ankle just as he got off the ground, swinging him in an arc and slamming the massive armored suit into the ground, face-first.

"Pathetic," growled Blonsky, "Is this the best you can offer me, Banner?! You were never worthy of this power!"

"Hey! Leave him alone!" yelled Spike, flying up to the Abomination's face and breathing a massive stream of emerald fire into his face.

Blonsky screeched in pain at the burns, but as soon as Spike ended his attack, the beast rounded on the small dragon, snorting furiously, his healing factor already starting to repair his scorched face. Spike swallowed as the Abomination raised one fist, realizing his plan hadn't been the smartest one he'd ever come up with.

Just as Blonsky swung, Rhodey came to the rescue, shoving Spike out of the way. Unfortunately for him, this resulted in Rhodey taking the full force of the punch, sending him flying away like a rag doll, his armor dented.

"Colonel Rhodes!" yelled Spike, his heart beating like a jackhammer as he flew over to his fallen friend. Rhodey's armor had a rather large indentation in the middle of it, and his chain gun had snapped off, but it didn't look like he'd been seriously injured.

"You okay there, Spike?" he asked weakly, grunted as he sat up.

"Me?!" exclaimed the dragon, "What about you?! You just got smashed by a meaner Hulk! How are you-"

Spike cut himself off as a shadow fell over them. Slowly, he turned his around, discovering (to very little surprise) the Abomination towering over them, a sadistic grin spreading across his hideous face. Behind him, Bruce was still trying to recover from that last blow.

"Don't worry, lizard boy," he cackled, raising one massive foot, "I'll make it quick."

Spike, unwilling to desert Rhodey and knowing he couldn't stop the inevitable, squeezed his eyes shut, preparing for death. But before Blonsky could bring his foot down, an explosive projectile burst against his back. Although it didn't harm him, it did catch his attention, causing him to turn, find Korg with a smoking gun.

"Piss off, bag of exposed bones!" shouted the rock being, "Honestly, though, you might want to get those looked at."

Blonsky blinked a couple of times, as though trying to process exactly what was going on. Unfortunately for him, he didn't have enough time to do so, as the telltale red glow of Wanda's power surrounded him, lifting him off the ground and squeezing him, causing him to shout in pain. The Sokovian woman swung her arms overhead, flinging the Abomination in an arc and slamming him head-first into the ground, burying his skull in the dirt. With one more wave of her hands, Wanda slid the partially buried monster several more yards on his head, leaving a trail of split earth.

"Nice moves, Wanda," Bruce commented, as he stomped over to rejoin the group, "Kinda wish I could do that right now."

"Yeah, well," Wanda replied, "That's not gonna keep him down for long."

She pointed. Indeed, the Abomination was already starting to pull his head out of the dirt, climbing back to his feet. Even without a good look at his face, the group could tell he wasn't happy.

"Okay, so what do we do now?" asked Spike, still shivering from his earlier brush with death, "Are any of us strong enough to really hurt him?"

Bruce took over. "I can kinda hurt him, but I don't know if that's gonna be enough. Especially since I'm not used to piloting this thing, and he's got military training."

"Then we've gotta gang up on him," Rhodey concluded, "Otherwise we'll be just stuck fighting this idiot forever."

"Sounds like a plan to me!" chimed in Korg.

Holstering his rifle, Korg charged towards the rising Abomination, tackling one of his legs and pulling him down. Blonsky raised his fists, eager to smash the rock being to pebbles, but Wanda immediately activated her powers, freezing his arms in place over his head. Korg reached out with both arms, grabbing both of the Abomination's legs and gripping them as tight as he could. With the beast held in place, Spike took a deep breath and fired a torrent of green flame at Blonsky. Rhodey joined in, unloading more missiles, and firing a continuous repulsor blast from his chest reactor. Bruce took aim with the Hulkbuster's own mighty repulsor beams, combining them with the blasts of the other two.

Abomination screamed in agony as the trifecta of power assaulted his chest. The combined energy attacks burned his skin, even as his healing factor tried to repair the damage. Wanda and Korg kept their grip firm on him, preventing him from moving an inch to escape the onslaught of pain. Just when he thought he'd been through the worst of it, Bruce, Rhodey, and Spike cut off their blasts, as the Hulkbuster charged forward, rearing back and giving a devastating punch directly into the center of Blonsky's already damaged chest, just as Wanda and Korg released him. The Abomination went flying like a tossed stone, bouncing across the grass and coming to a rather painful stop.

"I hope that hurt, boney!" Bruce cheered from inside the armor.

It had indeed hurt, but Blonsky wasn't going to give them the satisfaction of knowing that. Grunting, he slowly pulled himself to his feet once again, staring down Bruce. Though he tried to play it off, the combined attack had clearly taken its toll on him. His back was hunched, and his breathing far more ragged than before.

"You want some more?" Bruce asked, rather cockily, as he charged Abomination once again. The others prepared themselves, knowing they weren't out of the fight just yet.

Meanwhile, Tony's group was busy facing off against Titanium Man, with varying degrees of success. Tony, Twilight, and Dr. Strange were all experienced in the art of combat, but Pepper was not. She wasn't as experienced as Tony in piloting her suit, and though Bullski was still fairly new at it as well, Pepper was clearly at more of a disadvantage.

Pepper focused her laser on Titanium Man's back, attempting to burn through his armor, but the suit had been built too skillfully, and she was barely making any progress. Seizing the opportunity, Bullski activated a magnetic puller in his gauntlet, pulling Pepper towards him and grabbing her by the leg. Pepper shouted in surprise as Bullski whirled her around before chucking her as hard as he could at Tony. Which was pretty hard. The two armor-clad humans slammed into the earth with considerable force.

"Great flying, lady," Dr. Strange deadpanned, opening a portal to the mirror dimension and allowing another of Bullski's energy bolts to pass harmlessly inside.

"Hey, she's trying to help!" Twilight snapped back. She ignited her horn, creating a length of magenta rope formed of pure magic. She swung her head, directing the rope and lashing it around Titanium Man's arm. The magical tether burned and sizzled against the titanium armor, and Twilight yanked backwards with all her strength, trying to pull him off his feet, but her cause was lost before she'd even started.

Bullski smirked beneath his helmet, before yanking hard on the magical rope. Twilight was pulled off her feet, flying straight towards the armored giant. Had Dr. Strange not opened up a portal in front of her, she'd have flown straight into a titanium fist. The portal's twin opened right next to Dr. Strange, and Twilight deposited back in her previous position with a painful thump.

"You're welcome," Strange quipped, receiving a glare from the Princess of Friendship in return.

"You're full of tricks, wizard," Titanium Man growled, advancing on Dr. Strange, "But even you cannot do this forever."

"Wanna bet?" retorted the doctor, giving a small gesture with his head. On cue, the Cloak of Levitation launched off his back, flying straight at Bullski's head. The man didn't even have time to react before the cape had wrapped itself around his helmet, completely and utterly blocking out his vision. As he tried to reach up to pry it off, Tony and Pepper flew back up once more.

"Time to see if those magical upgrades worked," Tony said to himself, pointing with one arm.

The nanoparticles of his suit reacted, racing down his limb and forming a cylindrical cone similar to a unicorn's horn on top of his wrist. A bright red beam emerged from the horn, enveloping Titanium Man in a red aura and lifting him off the ground. Tony slowly bent his fingers inwards, causing the magic field to compress, crumpling Bullski's armor like an aluminum can and denting it. Bullski shouted in fury as various weapons systems went offline, threatening to leave him defenseless. At the same time, Twilight, Dr. Strange, and Pepper all blasted the metal giant with their various beams, damaging his armor even further. Tony finally added his own repulsor blast, and the damaged Titanium Man was left sprawling on the ground.

Inside his armor, Bullski struggled to get back to his feet, as the four assembled warriors advanced on him, weapons primed.

"This...cannot...be..." he growled.

"Sorry, buddy," Tony retorted, priming his magic conductor once again, "You're just not very good at this."

Bullski would've retorted. He would've used his own barely functioning repulsor weapons in an effort to strike back. He would've gone down swinging if it came to that. He would've done all of those things, had not something cut him off.

A portal, so similar to Dr. Strange's, opened beneath his feet.

Titanium Man, barely having time to utter a squeak of surprise, fell through the portal, to a location nobody could get a clear look at, and the circle of sparks sealed up and disappeared behind him.

Tony looked around the battlefield, discovering that the same phenomenon was happening all around them. All the villains suddenly found themselves pulled downwards by the force of gravity, into sparking portals that led who knows where. In the span of a couple of seconds, every single one of their enemies had vanished.

Landing on his feet, Tony's helmet dematerialized from around his skull.

"Okay," he said to nobody in particular, "Now what?"


	18. Chapter 18: Spanning Two Worlds

Chapter 18: Spanning Two Worlds

**Equis, Ponyville**

"Now explain yourself," Thor demanded, as he plopped the hornless Sombra onto Twilight's couch, glaring at him, along with Luna. In the aftermath of the battle, the Avengers and ponies had gathered inside Twilight's castle, not only to retrieve the remaining transport mirror, but to plan their next move. They'd decided to interrogate Sombra as well, to see what he'd managed to learn from his time as host to the Pony of Shadows.

Spider-Man and Starlight, meanwhile, had been tasked with bringing Carol Danvers up to speed on the situation. The star bound warrior listened carefully, only occasionally chiming in with a question.

"So, let me get this straight. Fury named the entire initiative after my Air Force call sign, the actual Captain America was found in suspended animation, the Avengers defended New York from an invasion by the Chitauri, Shield was revealed to be taken over by Hydra, and now Fury's been frozen solid by evil ghost horses that feed off negative emotions?"

"That's...actually not a bad summary," replied Spider-Man, "Considering you haven't been to Earth since the nineties, you're picking up on it pretty quickly."

"We're not sure how to thaw everyone from the windigos' ice," said Starlight, "Right now, we need to focus on trying to take these people down, and whoever they're working for."

Carol nodded, then looked over at Steve, who was tending to some of Applejack's injuries. "And that's the actual Captain America? Wow...I mean, I learned about him in history class."

"So did I," said Peter, "Anyway, I know you already said your name is Carol, but what's your superhero name?"

Carol blinked. "Um, I don't have one of those."

Spider-Man leaned back in his chair, the lenses of his mask narrowing as he thought. " Well, we can't have that. How about...Captain Marvel?"

"I like it!" said Starlight, "It's simple, yet memorable."

Carol rolled her eyes, but decided it was better not to argue with them over something that was, ultimately, rather trivial. "Fine, whatever," she agreed.

Meanwhile, Steve, having made sure everybody was okay, joined Thor and Luna in front of Sombra.

"For the last time, I wasn't willingly hosting the Pony of Shadows," insisted the dark unicorn, looking rather annoyed as he looked over his hooves, "They forced it onto me."

"And why should we believe anything you say?" demanded Thor, brandishing his axe, "If you don't recall, the last time we met, you tried to kill all of us."

Steve placed a hand on Thor's shoulder. "Calm down, big guy. I don't particularly care for him either, but right now, he's our only source of information."

"Besides," Sombra continued, "What would lying to you get me at this point?"

Luna took over. "Is that why they freed you from the Canterlot dungeons? Just because they needed a host?"

Sombra shook his head. "They wanted to see if I still had any of the Monolith's magic. They found some left in my broken horn, but not my body. Once they realized it was all gone, they had no other use for me."

"Who?" demanded Thor, "Who organized this attack? Who's going to all these lengths just to eliminate us?"

"I never saw his face or heard his name," insisted Sombra, "He wore an armored suit, sort of like your friend Stark. He had a green cloak with a hood. The others all just referred to him as Master. He was collecting magical artifacts like my horn and the Crystal Heart for something, I don't know what."

"Wait, he took the Crystal Heart?!" exclaimed Starlight. He head was suddenly filled with terrifying visions of Cadence, Shining Armor, Flurry Heart; all gone, taken by these...monsters. And worst of all, Sunburst...

"You can calm yourself, Glimmer," Sombra interrupted, "I heard him speaking about his plan to replace the barrier generated by the Heart, as a way to force them to hand it over."

Starlight breathed a sigh of relief. At least they didn't have to deal with that on top of everything else.

"Did they take any other magical artifacts?" asked Steve.

Sombra shrugged. "Other than those two, I only saw one," he recounted, "The Alicorn Amulet. How they managed to get their hands on that is anypony's guess, but-"

"They got the Amulet?!" Rainbow Dash shrieked, fear suddenly dawning on her face, "Hold on, I'll be back!"

The sky-blue pegasus galloped towards one of the windows, ignoring the various calls after her. Her wings began beating at full speed, as she launched herself out the window, a rainbow trail the only thing she left behind. With nothing better to do, the remaining heroes sat down, waiting for Rainbow to return.

She did, after only about five minutes, zooming back into the crystal castle with a thump.

"I just talked to Zecora," she panted, "We checked the place she hid the Amulet, and it's gone. They've got it."

"Oh, no," said Applejack, "That's one of the most powerful magical artifacts in Equestria! Whatever they're planin' to do with it, it can't be good."

Steve quickly seized Twilight's copy of the red journal, along with a pen. "We'd better get a message to Tony and the others," he announced, "I just hope they've made it back to the compound."

At the same time, Starlight made a quick trip over to the pony mannequin sitting in the corner. Twilight had left the Iron Sparkle suit contained in it's reactor, since no other pony could activate it. She gently levitated it off the mannequin, hoping Twilight wouldn't be opposed to using it.

* * *

**Earth, Avengers Compound**

Tony adjusted the mirror containing the portal magic, ensuring the gem wasn't pointed in any direction where the portal beam would be cut off. "Alright, everybody," he said, "Let's give them some space."

The gem embedded in the mirror pulsed multiple times, before the familiar clear beam of magic shot out, halting its progress halfway across the room. The beam flashed a few times, before a large, swirling portal of blue magic opened up, slowly twisting and gyrating in the air. After about a second, Steve stepped out of the portal, followed closely by the rest of his team.

"Good to see you're still in one piece, Cap," Tony declared, smiling. He turned to Peter. "Kid, you doing alright?"

"Yeah. Thanks, Mr. Stark," replied Spider-Man, blushing a little under his mask from all the attention.

Twilight, meanwhile, had noticed a few unexpected faces amongst the group. "Sunset Shimmer?!" she exclaimed, galloping over to the golden pony and giving her a quick nuzzle, "What're you doing here? And who are...the Dazzlings?!"

"Yeah," Sunset replied, shyly rubbing her head with one hoof, "I guess we didn't coordinate very well, did we?"

"Wait, what're you talking about..." Twilight froze as the realization dawned on her. "Oh, right. I completely forgot about that. I knew there was something I needed to reschedule." She turned to the former sirens. "I'm sorry you three got dragged into this."

"Eh, it's not too bad," replied Sonata. Aria elbowed her sister angrily, but she didn't even seem to notice.

"Viz!" called Wanda, pushing through several others to get to her beloved. She threw her arms around the synthezoid's neck, startling him in the process. But he soon returned the hug with just as much enthusiasm. Observing from a short distance away, Rainbow Dash groaned, while Starlight had a look of triumph upon her muzzle.

"Told ya. Pay up," ordered the pink unicorn, holding out her hoof expectantly.

Rainbow reluctantly reached into the depths of one wing, pulling out a hooful of bits and passing them to Starlight. "I can't believe we made that stupid bet."

Over Vision's shoulder, Wanda shot a glare at the two ponies, but said nothing.

Celestia and Luna greeted each other with a friendly nuzzle. "Are you alright, sister?" asked Celestia.

"Of course," replied the dark alicorn, "I believe I managed to pull my weight alongside my team." She shot a glare a Loki. "Unlike some of us."

Loki sighed to himself, looking down at the floor. Celestia couldn't think of any appropriate response.

Carol looked at the vast group of heroes, feeling a little awkward. She wasn't sure if she fit in with this team. It didn't help that the last team she'd been a part of had manipulated her for their own selfish ends, trying to finish the genocide of an entire species. As she was considering what to do, she felt a metal hand clap her on the shoulder, and turned to find a woman in a gold and blue metal suit, as well as a raspberry unicorn with a broken horn looking at her.

"You the new person here?" asked Pepper, her helmet retracting into her suit.

"Well, yeah..."

"Don't worry about it," said Tempest, putting a hoof on her leg, "You get used to it."

Carol smiled a little bit. Maybe she did belong here, after all.

"Hey! Quick question, everyone!" Thor bellowed out, attracting all the attention in the room. He held up Sombra by one leg, the unicorn thrashing about in his grip and trying unsuccessfully to escape. "What should we do with this idiot?"

"You could start by putting me down, you imbecile!" Sombra screeched, trying to angle himself so that he could bite into Thor's exposed flesh and failing miserably, "I give you information and you treat me like this?! I am a king! You should-"

Natasha sighed, pulling out a small pistol, loading it in one quick movement and firing a tranquilizer into Sombra's neck. The unicorn thrashed for a few more seconds, before passing out. Thor shrugged, before tossing him onto the couch. Spider-Man took the opportunity to throw a couple of webs around Sombra's unconscious body, keeping him bound.

"You said they were using him to host the Pony of Shadows?" asked Tony, directing his attention back to Steve.

"Yeah. But we still have no idea who's behind all this, or why," Steve replied.

"That may not be entirely true. From the description-"

"STARK!"

Tony groaned, turning back towards the entrance. Ross and his men, having awoken from their earlier encounter with Titanium Man, were standing there, weapons raised, poised to attack. Ross himself looked more furious than Tony had ever seen him.

"Everybody, all of you, are all under arrest right now!" Ross snapped, clutching his gun so hard his fingers turned white, "We have more soldiers on their way and you have no hope of escaping! So unless-"

Groaning, Wanda ignited her hands, causing every one of the soldiers' weapons to become encased in a red glow. Before any of them could even reach for the triggers, she yanked the guns out of their grips and tossed them over to Korg, who, taking the hint, stomped on the guns, crushing them into scrap metal.

"Now, you were saying?" Tony quipped, smirking.

Ross sputtered, trying to find words, but they utterly failed him. Steve walked over to the secretary, placing his shield on his back.

"Secretary Ross," he began, "I don't like to throw around the word 'hate' very often, but you are seriously making me reconsider. You vilify us for trying to protect people, and decide that I have no right to do the thing I was created for just because I wouldn't sign some paper. And you're willing to drag them," he pointed to the ponies and other creatures, "Into it just for associating with us. What sort of public servant are you?"

Ross tried to resume his relaxed posture, but a keen observer would see that his fists were still clenched, clearly on edge.

"You broke the law, Rogers," he fired back, "You knew the consequences when you refused to sign. Do you deny that you did those things? Do you think you can just come back and all is forgiven?"

Steve shook his head. "No. I admit that I did those things. I broke those laws. I don't expect a pardon from you or anyone. But we came here to protect people. All of us. And if you plan on getting in our way, we'll fight you too. So what's it going to be?"

Ross opened his mouth to answer, but his jaw dropped as he stared at Steve. Everybody else was directing all of their focus onto the captain as well, considering what he was currently doing. Steve was surrounded by a bright orange glow of light, one that seemed to come from his body itself. Captain America, noticing all the eyes on him, looked down at his hands, noticing the orange light for the first time. He blinked a couple of times, noticing that it wasn't fading away, like a trick of the eyes. After a few seconds, however, the glow died out, even as Steve felt nothing from it.

"What the hell was that?" Ross demanded.

"I don't know..." Steve admitted.

"Okay, this has gone on long enough," Wanda snapped, annoyed, as she raised her hands, igniting them with pure power once again. The familiar tendrils of red light lanced outwards, zapping Ross and his men in the foreheads, causing them to glow for a couple of seconds, before they all slumped down to the floor, completely unconscious.

"Go Wanda!" cheered Starlight, throwing her hoof in the air.

"Thanks," replied the Sokovian, turning back to Steve and Tony, "I read his thoughts. Ross was lying about having reinforcements on the way."

"Figures," said Tony. He looked at Steve, who was still looking down at his hands. "What the heck was that, anyway?"

"I have no idea," replied the captain, "Spider-Man did something similar, but the situation was completely different. I don't think it's dangerous, but I know nothing about it. Was that magic? Where'd it even come from, anyway?"

Twilight suddenly interrupted. "Wait, Peter did it?" she asked, her eyes suddenly filling with curiosity, "When?"

"In the Everfree," replied Princess Luna, "We were nearly overwhelmed by D'Spairs. But Peter and Pinkie were immune somehow, he glowed blue, and-"

"There's more, darling," Rarity interrupted, shooting Luna an apologetic look, "During the fight, Yelena, that fake Black Widow, tried to convince Natasha to turn on us."

"Yeah," Natasha confirmed, "And I started glowing red, but..."

Twilight held up a hoof to silence her. An idea was beginning to form in her mind, an absolutely insane idea, but she couldn't think of many other explanations. That made a total of five times this had happened, and she was starting to see a pattern.

"I think I might know why this keeps happening," she said, "But it's just a theory now. I don't really have any solid proof."

Tony shrugged. "If it's harmless, I suppose there's no real point in dwelling on it. We'd better move on."

Twilight opened her mouth to protest, but rethought it. If what she suspected was true, there wasn't a lot she could do about it right now, anyway. Tony was right, they had an enemy to stop now, this could wait until later. Celestia looked down at her former student with an expression of concern, but Twilight responded with a genuine smile, assuring her that everything was okay.

"So," Tony continued, marching over to the computer, "The good news is that I think I figured out who our opponent is. The bad news is it's Dr. Doom."

Steve's eyes widened at those words. Natasha visibly flinched in surprise. T'Challa made no sudden moves, but he clenched his fists ever so slightly harder. Most of the Avengers reacted in the same way, either with surprise, or small displays of fear.

Of course, there were exceptions.

"Um, who?" Loki asked. Everybody glared at him. "Hey, it's not my fault I don't know everything about this dead end planet!"

Luna huffed to herself, but said nothing.

"I hate to agree with Loki," Applejack chimed in, "But we don't know 'bout everything on this planet either. Could ya give us some info?"

"Certainly," replied Tony, pressure a few buttons, bringing up a map of the world. He centered it on Eastern Europe, specifically the Banat region, before focusing in on a tiny country. "It starts with Latveria, a pretty small and relatively insignificant country, formed out of land annexed from Hungary and Serbia. Reminds me a lot of Sokovia. Uh, no offense, Wanda."

Wanda rolled her eyes, but waved it off.

"Anyway, it wasn't really worthy of note, until this guy came along." With another press of a button, he pulled up a picture of a human figure. He wore a green, hooded cloak, but his whole body was covered by gun-metal grey armor. Unlike Tony's whose mask had a fairly neutral expression, this mask was frozen in a clear grimace. Only the eyes could be seen, deep and brown, filled with something that Twilight couldn't pinpoint. Whatever it was, it scared her.

"Meet Victor von Doom," Tony continued, "And before you ask, yes, that really is his name. Nobody knows a lot about his past, other than that he was born to Latverian gypsies, attended college here in the states, and then dropped off the face of the Earth for a while. He eventually reappeared with that suit, and basically conquered the entire country. Even named the capital after himself. That's how big his ego is."

"Remind you of anyone?" Natasha joked.

"Hey!" Tony protested, "There's a difference between putting your name on a handful of buildings and naming a whole city after yourself." He pressed a few more keys, bringing up some more images of Doom. "He's one of the most brutal dictators on the planet. Even instills a curfew on his citizens. He almost never does diplomacy with other countries, calling other leaders buffoons. Word is he wants to be in charge of the whole planet, and there are rumors he's got his hands in any number of illegal operations. I caught some Latverians buying some of my old weapons once, and I'm certain they were working for him, but I could never prove it."

"So you believe this...Dr. Doom is trying to take out the Avengers?" asked Celestia.

Tony nodded. "I don't know what his ultimate goal is, but if he really wants to conquer the world, he'd need to get rid of the Avengers."

"But how'd he find out about Equestria?" asked Rainbow Dash.

"We detected the usage of dark magic around Latveria," Dr. Strange chimed in, "It's possible Doom's been using it to spy on you. That would explain why he has citizens of Equis working for him."

"So Doom's not only smart enough to build that armor, he can also use magic?" asked Rhodey, "What exactly are we getting into here?"

"I don't know," Tony replied, "But we're not gonna just wait for another attack. We're taking the fight to him." He pressed another few buttons, pulling up a picture of a rather large castle. "Castle Doom. That's where we'll find him."

"Oh, boy! Who's up for invading Latveria?!" Sam quipped.

"It's not like we have anything left to lose," said Steve, "As far as Ross is concerned, everyone in this room is already an outlaw."

Bruce was deep in thought, mulling over the events that had occurred over the last few hours. Why his transformation into the Hulk had failed. What could he possibly do to fix it. It wasn't like he could talk to the Hulk-

Realization flooded through his mind, and he turned around. "Wanda," he called out to the Sokovian woman, "Can you help me with something?"

Wanda came over to him, as Bruce relayed his idea. She visibly flinched at the thought, and the two entered into a small debate over exactly how safe it was.

Starlight, meanwhile, trotted over to Twilight. "Here," she said, magically passing her friend the reactor containing the Iron Sparkle suit, "I think you may need this."

Twilight took the reactor in her own magic, surprised that she'd managed to forget about her present, even in the midst of this chaos. "I don't know," she admitted to Starlight, "I mean, I appreciate that Tony made this for me, but..."

"Twilight," Starlight insisted, "We're going up against someone who's as dangerous as Sombra was. We're gonna need every advantage we can get."

Twilight looked down at the reactor, a device of unimaginable power. Power to build, power to destroy. She stared down at it for a long time, before levitating it up and putting it around her neck.

"You know that castle's gonna have defenses, right?" Bucky chimed in, "How are we gonna get past those?"

"Well, you still have me," said Vision, "I can phase through anything. If anybody can get through and disable those traps, it's me."

"True," Steve replied, "But are you sure you can do it alone? Doom will likely anticipate you coming. If we lose you, we're really in trouble."

Scott stood near one of the back walls, thinking to himself. Suddenly, an idea hit him like a bullet.

"What if we had two people who could phase through things?" he asked all of a sudden, "There's no way Doom would expect that."

All sets of eyes focused on Scott as he spoke. Hope was the only one who understood where he was going.

"Do you really think she'll go for it?" she asked.

"Well, we've got nothing to lose by asking," replied Scott, "Besides, she owes us." He reached into a pocket, pulling out a special phone, and dialing a number. He raised the phone to his ear, listening to the tone. "Hey, Ava? It's Scott. Listen, I need a favor..."

* * *

**Earth, Latveria, Castle Doom**

The assembled members of Doom's legion were smart enough to know one thing: they'd screwed up. Big time. Not one single Avenger had fallen in either of the battles. They'd all been humiliated at the hands (or hooves) of their enemies, which was bad enough, but now they all had to face something they were truly afraid of.

Their master's wrath.

Doom sat casually on his throne, clad in his armor as always, looking down on them. Through the eyeholes in his mask, they could see the familiar brown orbs, boring through their skulls, into their very souls. His gauntleted hands sat calmly on the armrests, but the fact that his fists weren't clenched was somehow scarier. Everyone else just stood there, waiting for something to happen. Scorpion in particular could feel the sweat dripping down the back of his neck, having been on the receiving end of Doom's displeasure once before.

"So," Doom finally spoke, and everyone flinched, "Allow me to summarize what's happened thus far. Splitting into two teams, you engaged the divided Avengers as I commanded. Yet, you all failed to kill them."

With the sound of clanking metal, Doom rose to his feet. "Not only that, Cozy Glow, the walker Doom built specifically for you was destroyed."

"Well," said Cozy Glow, flapping her wings so that she was eye level with Doom, "To be fair, I'm just a kid-"

She never got to finish, as Doom's arm snapped upwards in her direction, green sparks dancing around his fingertips, the familiar Tao Mandela forming around his hand. He didn't speak a word, but the threat was clear. That shut Cozy Glow up.

"In addition," Doom continued, as though the interruption had never happened, "Your incompetence allowed the Pony of Shadows to be destroyed, and the Avengers to capture Sombra, who is likely being interrogated as we speak, meaning they will now know of Doom's involvement in this affair."

"Master, it wasn't our fault!" insisted Amora, throwing herself at Doom's feet, "That warrior from the sky was the one who enabled them to kill-"

Doom's leg swung upwards, his metallic boot striking the Enchantress directly between the eyes. Amora gasped in pain as she reeled backwards. But Doom wasn't finished there, as he formed a ball of green electricity in his palm, sending it directly into Amora's chest. She screamed as the pain ravaged her body, causing her to thrash and twitch as she rolled on the ground. Nobody dared to help her, far too terrified of what Doom would do to them. After about a minute of this, Doom snapped his fingers, and Amora was released from the torture, lying on her back and panting heavily.

"Amora, you've proven your usefulness to Doom in the past," he continued, "That's the only reason you still draw breath. Remember that."

Amora nodded, still shaking in fear.

Doom walked over to a large, metallic, cannon-like device, into which they'd inserted the artifacts they'd collected. Sombra's horn, the Crystal Heart, and the Alicorn Amulet all sat within square chambers. Doom placed his hands behind his back, as all those assembled held their breath.

"The Avengers will be on their way to the castle as we speak," Doom spoke quietly, yet intensely, "Fortunately, my plan is nearing completion. We need merely to delay them for a short time. It is time for Doom to become directly involved." He turned, facing his minions once again. "You must face the Avengers once again. Be prepared to die for your master."

Everybody released their breath, relieved Doom hadn't seen fit to punish them further. In the back, Cinch and Neighsay turned to look at each other, eyes filled with uncertainty.


	19. Chapter 19: Infiltration

Chapter 19: Infiltration

**Earth, Latveria, Doomstadt**

Castle Doom was a rather imposing sight. The blood-red bricked structure stood on the top of a small plateau, overlooking Latveria's capital city. Turrets and spires stabbed upwards, seeming to pierce the sky. No entrance looked the least bit inviting, and if one looked very closely, they would swear that there was something swimming in the moat. Something big. It was a fortress so intimidating that only a fool would try to break into it.

Which was exactly what Ava Starr was planning to do.

"Remind me again why I agreed to this?" she groaned, as she finished putting on the rest of her Ghost armor. Her partner for this occasion, Vision, had no need to suit up, of course, so he was reduced to sitting quietly in the corner while she did.

"Uh, because I asked really nicely?" Scott asked, hope written all over his face.

The Avengers, along with their pony allies, had stationed themselves on a cliff standing above Castle Doom, having flown the Quinjet in as low as possible to avoid Doom detecting them before they were ready. The Dazzlings had been left to hold down the fort at the Avengers Compound (after tying up Ross and his men, of course), since they weren't experienced enough with their pony forms to be super useful.

"I wouldn't be too concerned," said Tony, "From what Lang's told us about you, this should be right up your alley...that wasn't meant to be an insult, I swear."

Ava bit her lip nervously, thankful that nobody could see her face under her mask. She was a skilled fighter and infiltrator, she knew that, but she was no hero, especially considering she'd almost sacrificed Janet Van Dyne to save her own hide, which turned out to be unnecessary. Nonetheless, she owed her life to Scott Lang and his friends, so she'd pay off that debt here.

The sound of thrusters shutting off alerted all present to the arrival of Twilight, clad in her Iron Sparkle armor. She'd been out doing a small flyby around the castle, scanning in stealth mode, hopefully not attracting any attention. She landed on the grass, her suit dematerializing into her reactor. Ava couldn't help but stare at the alicorn with something akin to wonder. Like everyone, she was taking a good amount of time to process the talking, alien ponies.

"There's a force-field surrounding the entire structure," she announced, "He's got anti-aircraft cannons, laser grids, and some stuff that wasn't in Friday's database. If we charge in, we won't last a minute."

The purple alicorn was glad she managed to stop herself from breathing a massive sigh of relief after removing the armor. Tony had been giving her some basic instructions on how to use it on the way here, but she was still afraid to truly go all out with the suit. Knowing that Doom wouldn't hesitate to take advantage of that fear didn't help her.

"Good recon, Twilight," said Steve. He turned to Ava and Vision. "Your job is simple: shut down that barrier, and as much of the other stuff as possible. Vision, once that's done, you regroup with us." The android gave a small nod of agreement, before Steve turned to Ava. "Once that's done, you're free to go. One of them," he gestured to Wong and Dr. Strange, "Will warp you someplace safe."

Ava considered it, but eventually shook her head. "No, thanks. If I'm going to be part of this, I might as well be in it for the long run."

Steve nodded. "If that's your decision," he agreed.

"I'm ready to do my part," Vision stated.

"Good luck," said Carol, leaning against a tree. She hated being benched like this. She wished she could just fly in and punch out Dr. Doom and all of his cronies, like she was used to doing. Luckily, the logical part of her brain pointed out that she had needed the help of the others to take down the Pony of Shadows, and she probably couldn't defeat Doom's entire legion by herself. She was powerful, but not invincible.

Dr. Strange, sling ring in hand, whipped up a sparking portal next to the two advance scouts. "I haven't seen the inside, so this is as close as I can get you," he informed them, "Hopefully it'll be enough."

That didn't exactly fill Ava with confidence, but nonetheless, she stepped through, followed by Vision.

* * *

The duo crept around the outer rim of the castle, searching for the optimal place to phase in. Passing through the force-field had been no problem, but if they just stepped inside, they could walk into a room full of enemies, and then the entire plan would be ruined. The good news was, they hadn't activated any other traps in the time they'd been circling the fortress, so Doom probably didn't know they were there. Yet.

"Are we sure nobody on the team has x-ray vision or something?" Ava complained, "It would've made this a hell of a lot easier."

"Yes, we're sure," Vision replied, dryly, "I think we should enter from the northeast sector."

"Dare I ask why?"

Vision pointed to the aforementioned sector. "See those cables? I bet those emerge from where the castle's main power source is. If it is there, that's where we'll be able to shut down the barrier. Also, don't sense any mental activity there, so it's likely empty."

"Wait a minute," Ava stopped him, gripping his arm, "You can sense mental activity?"

"Yes." Vision pointed to the Mind Stone embedded in his forehead. "The Mind Stone is capable of sensing the movement of other minds." He stated this as if it were the most obvious fact in the world.

Ava sighed, rolling her eyes beneath her mask, deciding to just go with it. "Whatever," she finally replied, climbing up the hill.

The two made their way across the earth to the castle walls, keeping their eyes peeled for security cameras or anything of the like. Oddly enough, they didn't spot a single one. It was troubling for Ava. It was almost as though Doom was purposefully making this infiltration easier.

Once they'd reached the actual wall of the castle, the slowly sidled along, the backs pressed against the bricks. Ava insisted on Vision phasing his face partially through the wall, just to double check that nobody was actually inside. The android willingly obeyed, and, finding that the cost was clear, phased all the way into the control room, pulling Ava inside with him.

"Okay," Vision started, "Now we just need to find a way to shut down the defenses from here."

"Don't worry," Ava replied, sitting down at the computer console, "I can take care of this." She plugged a hacking drive from Tony into the computer, which immediately overrode all of Doom's security and allowed her access to all the defenses. Ava went down the list, shutting down the barrier and the sentry cannons, trying to suppress her suspicions that this was just a bit too easy.

Vision activated his com once she'd finished. "Okay, everybody, the force-field's down, along with everything else. We're ready."

"Yeah," said Ava, quietly praying this wasn't a trap.

* * *

While the infiltration was going on, Bruce was busy putting his plan with Wanda into action. He and the Sokovian woman were seated a good distance away from the others, with Thor keeping an eye on him in case things went south. Wanda had the familiar red haze gather around her fingertips, preparing to access Bruce's mental plane.

"Are you sure about this?" she asked, remembering the last time she'd used her mind powers on the physicist, with some pretty nasty results, "I mean, we can probably do this without-"

"No," Bruce insisted, "Blonsky only joined this party because he wanted another chance to clobber me. This is my problem just as much as yours. And this is the only way I can think of to fix my problem with going green."

Wanda swallowed, her nerves threatening to fail her, but she refused to allow them. "Very well," she replied.

Her red energy snaked towards Bruce, up his body, before stabbing into his temple. Bruce's eyes glowed the same crimson color, before they relaxed and closed softly.

_Bruce Banner found himself floating in an endless abyss, stretching over a vast landscape. He looked in all directions, but there appeared to be nothing to the location. No land, no people, even no sky. However, his instincts told him he couldn't be completely alone. There was one other being here. One he'd come to see._

"Come on, big guy," _he called out, _"I know you're here somewhere. We're in my head, you gotta be here."

_At first, there was no response. Then, there was a stirring in the darkness, as a massive shape shifted within it. The shape advanced forward, revealing a humanoid silhouette, the skin slowly revealed as emerald green. Bruce looked up, into the face of the Hulk._

"There you are," _he remarked, keeping his voice as level as possible, _"Glad to see you're not hiding."

"Leave Hulk alone," _growled the behemoth, clenching his massive fists. His green eyes seared with anger, boring into Bruce's face. But the physicist refused to back down._

"Hey, I went to all this trouble to arrange this little meeting," _he snapped, thrusting one finger upwards towards the Hulk, _"I'm not gonna just walk away. Look, I wasn't looking forward to this any more than you were, but we're here, so we might as well talk."

_The Hulk clenched his teeth in fury, one massive hand lashing forward to try and wrap it around Bruce's neck. However, the appendage phased harmlessly through the man's body, with no effect whatsoever. Hulk tried a few more times to hit, to grab, to do something to Bruce, but nothing worked._

"We're in my head," _Bruce repeated,_ "We can't do anything to each other."

_Hulk grunted in annoyance, before he stomped a few steps away from Bruce, setting down on his rear and folding his arms._

"So...can we talk?" _Bruce ventured._

"You talk. Hulk don't have to listen," _replied the green beast._

_ Bruce sighed. He'd expected this resistance from the Other Guy, but that didn't mean he had to like it. He'd never been able to truly communicate with the Hulk before,and he'd never really wanted to. He'd wanted it out of his system. But now, there was no other option. _

"Look, I just want to know...why won't you come out? Nothing's ever stopped you before. Why now?"

_He expected silence. Maybe a bit of a sarcastic response that left him annoyed. What he wasn't expecting was the Hulk to round on him, towering over him. However, when Hulk spoke, it was oddly restrained, almost tranquil. And that scared Bruce more than if he'd been screaming._

"Banner lock Hulk up. Bury Hulk deep. Only let Hulk out when need something. Friends of Hulk only friends with Hulk because friends prefer puny Banner. Even ponies prefer Banner. Hulk sick of solving Banner problems. Hulk want to be left alone."

_Bruce was actually stunned for a second. Out of all the reasons he'd been considering, this had been filed under impossibilities. He realized, with a surge of guilt, that he'd never thought of the Hulk as a feeling being. To him, the Hulk was a one-track mind of smash, smash, and more smash. He'd treated the beast like a rabid animal, one incapable of caring about anything. Now, the sheer magnitude of how wrong he'd been penetrated his mind, leaving Bruce filled with remorse._

"I'm sorry," _he admitted. Hulk started a little at his words. Clearly, the creature hadn't expected this._

"You're right. Ever since the day you came into my life, I've looked at you like a curse. I thought you were just some disease I put inside myself by accident, something that needed a cure. But I was wrong. You're a part of me. You're all the rage I suppressed all my life, with Dad and..." _Bruce trailed off. That brought up painful memories he had no desire to revisit._

"Look, the point is, neither of us like sharing this body, but we have no choice. If we're stuck together, we might as well work together. And the others don't hate you. Fluttershy was as worried about you as she was about me. Don't we owe it to her at least to try?"

_The Hulk looked down at Bruce. Then he looked at his own hands. Hands which had done nothing but destroy. Hands which could be used for so much more. Finally, he looked Bruce in the eye one more time._

"Hulk try."

_Bruce smiled with genuine happiness. _"That's all I ask."

_The two beings reached forward, their hands gripping each other..._

Bruce Banner suddenly released a massive sigh, his eyes snapping open and starting to glow green. Thor looked at his friend, surprise covering his face.

"Banner?" he asked, "Are you..."

He never finished. Because Bruce's skin began to turn green once again, spreading across his body. His muscle mass began to increase, the telltale sign of a Hulk transformation. However, this time, the change was smoother, less primal, and Bruce didn't seem to be in pain from it. Tony, Fluttershy, and Natasha all directed their attention to the physicist, watching as he grew back to his Hulk proportions, but with no roaring in agony. Once the shift was complete, the Hulk stood up, noting that his shirt was shredded from the transformation, and casually discarded it.

"Well," he noted, in the voice of Bruce Banner, "So this is what it feels like." He flexed his muscles, feeling the raw power contained within.

"Bruce?" Natasha ventured, her voice nervous.

"Dr. Banner?" asked Fluttershy, "Is that you?"

The Hulk looked at them. "I think so...sort of," he said, simply, "I'm not the Hulk, I'm not Bruce Banner, I...am."

Tony's face fell into a wide grin. "Bruce, you did it!" he exclaimed, rushing over and clapping his old friend on the back, "I knew you could do it!" Then he took notice of his hand, which was beginning to turn red. "Oh, ow...that was a bad idea." Pepper laughed.

"Well, I do feel pretty good," Bruce admitted, looking down at his new body. He directed his gaze over at Wanda, the Sokovian woman's jaw hanging open with pure shock at what she'd done to him. "Thanks, Wanda. I couldn't have done it without you."

"I...you're welcome?" Wanda managed to get out.

A beep on Natasha's earpiece demanded her attention. The spy pressed the button, listening to the message. "Ghost and Vision have succeeded. We're good to go."

"Good," said Bruce, cracking his now massive knuckles, "Blonsky wants a fight, he'll get it."

* * *

With Dr. Strange's portal magic at work, the entire group soon found themselves inside the main hall of the castle. A purple carpet trailed from the door across to Doom's currently vacant throne, while the sides were flanked both by suits of armor and portraits of Doom, glaring down at anyone who dared walk through the castle. If forced to describe it, Rarity, along with several of the others, would've immediately brought out the word 'tacky.' Celestia and Luna would've backed them up. Even Sombra wasn't this egotistical when he ruled the Crystal Empire.

"Okay," said Tony, his weapons systems primed and ready, "So where is everybody?"

"I don't like this," Twilight agreed, her Iron Sparkle suit still set in its reactor, "It's too simple."

"A wise observation, Princess Sparkle," came a voice from the ceiling, "Perhaps my evaluations of ponies were too harsh."

Everyone's eyes shot upwards. Dr. Doom himself hovered above them, assisted through the use of his jet boots. His green hood obscured part of his metallic mask, giving him the appearance of a grim reaper. His arms were folded across his chest, and he made no move to attack.

That, of course, didn't stop Thor. "Doom!" he roared, "Have at you!" Rearing back, he hurled his axe with all of his strength, the bladed weapon spinning in midair, closing in on Doom with incredible speed. Steve gulped, expecting Doom to dodge, or perhaps use his own abilities to send the axe back at them.

What he hadn't anticipated was the blade slamming into Doom's chest, knocking him out of the air and causing him to slam into the wall, slide down, and thud lifelessly onto the ground.

"Thor!" Tony yelled, "What did we say about jumping the gun?!"

"What?" protested the thunder god, "He was clearly going to attack us!"

"Well, at least you didn't kill anything," remarked Spider-Man. Everyone looked at him in confusion. He pointed to Doom's 'corpse,' where the axe was still lodged. There was no blood or viscera, but the the inside of Doom consisted of circuits and wires. "That's just a robot."

"I've heard about this," said Tony, examining the wrecked machine, "He calls them Doombots. Robotic duplicates made to take his place."

"Precisely," came a voice from around the corner. All eyes turned, finding another Doom standing in front of a seemingly normal brick wall. With a press of a button on his gauntlet, Doom raised the wall, revealing all his minions standing behind it, prepared for battle, along with several more Doombots. Titanium Man's armor was repaired, and Cozy Glow was outfitted with a dual cannon device mounted on her shoulders. This time, his three Windigos were there as well, held by green magical leashes in Amora's grip.

"This another drone, or do you have the guts to face us yourself?" demanded Bruce.

"Trust me, Dr. Banner, Doom doesn't lack the courage to stand up to your kind," Doom replied, folding his arms, "In fact, since my subordinates have failed to eliminate you, it's the best option left to me."

Tony kept both repulsors trained on Doom. "Why are you doing this, Victor?" he demanded, "You know, besides world domination."

"Besides, Stark?" Doom chuckled to himself under his armor, "Why would there be anything else, when only Doom is fit to rule? Earth is being led by buffoons. Equis is led by naive children. Under the heel of Doom, both Earth and Equis shall prosper, and flourish into a new golden age. Yet you Avengers refuse to see reason. Therefore, you must be eliminated."

Twilight angrily stomped her hoof. "You're crazy!" she snapped, her Iron Sparkle armor materializing over her body in the process, "You have no right to decide what's best for every creature! You only want to take over to satisfy your own lust for power, just like every other monster we've faced! You'll fail, just like them!"

"Ah, but that's where you are wrong, Princess Twilight," Doom laughed, "Unlike those other adversaries, Doom has no flaws. Doom cannot be overcome. You ponies cling to your foolish and immature ideas of 'harmony' and 'the magic of friendship.' Yet you ignore the real problems within your society. Doom will correct them."

"I wouldn't underestimate the magic of friendship if I were you," Luna snorted, wings flared and horn glowing, "It is the most powerful force in the universe. You will learn for yourself soon enough."

"Admirable, but foolish," said Doom. He thrust his fist forward. "Destroy them. Do not fail me again."

While most of Doom's minions began to clench their fists (or hooves) and tense up for battle, Cinch and Neighsay both looked down at the ground. Finally, Neighsay spoke up.

"No."

Doom turned on his heel, facing the two unicorns. "Excuse me?"

"You heard him," snapped Cinch, "We won't do this anymore. You claimed you would protect the interests of Equestria, but you've done nothing but ruin it. We will no longer follow you." Both unicorns ignited their horns, standing firm against their former master.

"Oh, they shouldn't have done that!" Cozy Glow whispered, laughing to herself.

Doom rolled his eyes, though it was hard to see under his titanium mask. "A shame. But not unexpected."

Cinch and Neighsay both fired their magical beams at him, but Doom formed a tao mandela on his hand, blocking both their attacks. Then, before anyone could act, he snapped his fingers, sending bolts of green energy lancing towards them, which stabbed into their skulls. Both unicorns screamed, before their eyes turned white and blank, and they stood tall once again.

"Kill them," Doom commanded again, and this time, the unicorns raised no objections.

"Oh, great. Mind control," complained Tony, his armor shifting to attack mode.


	20. Chapter 20: Doomwar

Chapter 20: Doomwar

**Earth, Latveria, Doomstadt**

Tony, Steve, Twilight, and Applejack took the fight to the real Doom immediately, identifying him as the biggest threat. Twilight, though hesitant, activated her Iron Sparkle suit as they charged towards him, the nanoparticles flying out of her reactor to cover her body. She activated her jets, launching off the ground and firing a repulsor blast at Doom. Tony joined in with his own repulsor, Steve chucked his shield, and Applejack, with no other ranged attack, resorted to bucking off a chunk of the wall at him.

Doom was ready for them, however. He ducked under the flying shield, and created a portal with a wave of his hand, catching both repulsor beams and sending them back at the respective owners. Tony and Twilight both caught their blasts in the chest, knocking them out of the air. Doom was unable to avoid the piece of debris, but it merely shattered against his armor, and didn't push him very far back. Steve caught his shield again, taking a flying leap towards Doom with the disk pulled back.

Beneath his metallic mask, Doom smiled as he formed a whip of eldritch magic in one hand and lashed it towards Steve, catching him around the ankle in midair. With a swing of his arm, he sent Captain America flying into Applejack, knocking the man and mare into a corner of the room.

"Avengers," Doom laughed, "So mighty, you are but ants when faced with the power of Doom."

"Oh, give it a rest already," Tony grumbled, getting to his feet, Twilight climbing back up beside him, "This ego trip is worse than mine."

Twilight fired a bolt from her horn, amplified by the power of the Iron Sparkle suit. Doom's jet boots rocketed him out of the way, countering by firing bolts of green energy from the tips of his fingers. Twilight jetted forward, weaving between the beams, and came up towards Doom, rearing back with one leg and punching forward. Doom blocked it with his forearm, but when he came up for a counter punch, Tony blasted him with both repulsors, knocking him into a brick wall. Steve proceeded to bounce his shield off of Doom's chest, and Applejack came up to try and buck him in the same spot.

Grunting, Doom forced his way out of the wall, grabbed Applejack by the hoof, and raised the farm pony above his head. Twilight rushed towards him to try and help her friend, but Doom used Applejack as a club, smacking the alicorn away. He then hurled Applejack towards another wall, but Steve dived over and caught her, taking the brunt of the impact himself.

"Y'know, I barely know him, and I already dislike this guy," grunted the farm pony.

"Feeling is definitely mutual, Applejack," said Steve.

Doom fired his finger blasters again, but Steve and Applejack huddled together behind Steve's shield, which was more than strong enough to deflect them. Across the room, Tony fired up his rocket boosters, flying towards Doom and grabbing both of his wrists. The two armored men grappled each other, both trying to find an opening, as Twilight climbed back to her hooves.

"Friday, can you give me an analysis of Doom's armor?" Twilight demanded, "We're getting nowhere with this."

"Scanning..." replied the A.I., "Scanning-" Static sparked across Twilight H.U.D., forcing the alicorn to shut her eyes. "Sorry, boss. Doom's armor is blocking my scanners. Unable to provide full analysis."

"Figures," Twilight complained, flapping her wings. She flew towards Tony and Doom, coming up behind Doom and wrapping her front legs around his neck. Seeing her plan, Tony released his grip on Doom, and activated his ion cannons, which emerged from his back. Tony fired just as Twilight released her grip, blasting Doom in the chest and sending him flying. Applejack's lasso came and wrapped around Doom's arm, holding him in place, as Steve came charging forward, shield at the ready, and slammed directly into Doom's chest.

Doom grunted in pain, before he regained control. He seized Steve's shield with both hands, wrenching it out of the captain's grip. He flipped it in his hands, looping his own arm through the straps, before backhanding Steve across the face with it, knocking him onto his back. Steve managed to roll with the blow, as the quartet came together, facing Doom, armed with Steve' shield.

"First Bucky, now this," Steve groaned, curling his fingers into fists.

Doom took a moment to admire his new shield. "Impressive, captain," he remarked, "Vibranium has always fascinated Doom."

Tony immediately fired a few repulsor blasts at him, but Doom managed to deflect them with the shield. Applejack tried to charge his legs, but Doom simply kicked her in the face to stop her. This turned out to be a mistake on his part, however, as Applejack had only been distracting him from Twilight flying behind him and launching a magical beam into his back. Doom grunted in pain, but his armor took most of the impact. He rounded on Twilight, eldritch magic whirling around his fingertips at he conjured a Tao Mandela to block her follow up bolts. Her frustration growing by the minute, Twilight activated the Iron Sparkle's weapons systems, launching a handful of small missiles at Doom, which he managed to dodge.

However, he wasn't prepared for Tony's next attack. The unicorn horn-like protrusions reformed on Tony's wrists, firing streams of concentrated magic that focused into ropes, lashing themselves around Doom's neck and legs. The armored overlord was struggling with them so much, he failed to notice Steve charging up to him. The captain then proceeded to scissor-kick Doom in the head, knocking his shield free of Doom's grasp. Grunting, Doom pressed a button on his gauntlet, activating a field of electricity throughout his suit, blasting away Tony's restraints. Getting to his feet once again, Doom faced Steve, Tony, and the two mares, Steve's shield back where it belonged.

"You really will never surrender, will you?" Doom asked, casually dusting off his cape.

"Sounds like somebody didn't do all their research before they picked a fight," Tony joked. The quartet charged Doom once again.

* * *

The rest of the Avengers and their Equestrian friends found themselves facing off against Doom's army yet again, along with a handful of Doombots. They'd fought these same enemies before, sure, but this was different, as they were indoors, with less and less freedom to move around. Not that they let that stop them.

Carol immediately zoomed towards Abomination, her fist pulled back for a devastating punch, but Blonsky cut her off with a powerful backhand, sending her flying so hard she smashed through the castle's brick wall. She would've kept going had Spider-Man not caught her with a web line, pulling her out of her momentum.

"Thanks, kid!" she called out to him as she flew back in, "Guess that guy's stronger than I thought!"

"No shame in that!" replied the web head, his web shooters spraying again, "We're all kinda in over our heads here!"

Abomination's small moment of triumph was cut off by Bruce, who charged forward and landed a powerful roundhouse punch on Blonsky's shoulder. The two titans then got caught in a grappling match, their strength roughly equal.

"Glad you managed to overcome Banner, Hulk!" Blonsky growled, tensing his muscles, "I've been waiting for another rematch with you!"

"Guess again, bonehead!" Bruce snarled, "You're fighting Bruce Banner and the Hulk now!"

Blonsky blinked in surprise, and that half-second of distraction was all Bruce needed. He snapped his knee upwards, nailing the Abomination in the stomach. As he grunted in pain, Bruce heaved his opponent over his head, slamming him head-first in the brick floor with a powerful crack. As he struggled back to his feet, Blonsky spat out one of his teeth, but smiled through the pain and the blood.

"So, you've finally managed to control your power," he cackled, rising to face Bruce once again, "Finally embraced it. Now I can kill you both at once!" He threw another haymaker, which Bruce dodged.

"You do recall that the last time we faced off, you lost?" joked the green giant, as he dodged Abomination's follow-up punch.

"You had backup before!" Blonsky snapped, "This time, I'm not letting you partner up!"

Bruce responded by clapping both hands on the sides of Blonsky's skull, leaving his head ringing. He followed up by seizing Abomination's head and driving it into his knee. Blonsky began to flail angrily, one of his elbow spikes managing to slash across Bruce's leg, leaving a large gash. Bruce's healing factor patched it up, but he still felt that pain.

Meanwhile, Spider-Man and Pinkie Pie were battling Doc Ock again, with some slight success. After their last battle, the doctor wasn't going to fall for the Fastball Special again, and was whirling his tentacles like four giant, metallic propellers, keeping them from getting closer. Peter attempted to bind the tentacles together with webbing, but they easily tore through it.

"Stand still and die, arachnid!" roared Octavius, ripping individual bricks out of the wall and hurling them. Only Peter's spider sense enabled him to weave in between the deadly projectiles.

"I think we need a new plan!" yelled Pinkie, as she continued chucking cupcakes at the doctor, only for them to splatter onto the tentacles, "We're not getting any ground here!"

"I'm aware of that-OW!" Spider-Man yelled back, as one of the tentacles clawed at his chest, leaving three long scratches in his skin. He released his grip on the web line, falling backwards onto the ground. Another of Ock's tentacles lunged towards his downed form, when Pinkie charged towards him and caught the tentacle, using her earth pony strength to hold it in place.

"You okay, Spidey?" she asked, as the tentacle thrashed in her grip. Before he could answer, two more tentacles seized the pink pony, lifting her into the air.

"So, you would protect that miscreant, you pathetic simpleton?" Octavius growled, as one of his remaining arms prepared to claw into Pinkie's chest, "Then I'll enjoy killing you as well!"

Pinkie gulped, but before Octavius could attack, the Crimson Bands of Cyttorak snaked towards him, wrapping around his two unoccupied tentacles. Wong, on the other end of the red ropes, yanked as hard as he could on them, pulling the doctor off his feet. The claws holding Pinkie Pie released, sending her flying into the ceiling, but Pinkie, being Pinkie, simply bounced off, landing on all four hooves once again.

Spider-Man, having recovered, fired two web lines onto Octavius' chest, and yanked him towards the web-swinger. He punched Doc Ock in the chest, knocking the wind out of him. However, as he went flying, Octavius managed to snag Spider-Man's costume with one tentacle, pulling him along as the two slammed into a wall. Pinkie and Wong rushed over to help Spider-Man, but two Doombots dropped down in front of them, forcing Spider-Man to deal with Doc Ock alone.

"This is precisely the opposite of fun," Pinkie complained, raising her front hooves.

Over by the main entrance, Celestia and Luna found themselves battling a handful of Doombots, along with the mesmerized Cinch and Neighsay. The two alicorns were busy raising shields to block the various energy blasts coming their way, while returning fire whenever the opportunity was available. So far, they'd only managed to destroy one Doombot, because the things were remarkably durable. Attempts to snap Cinch and Neighsay out of their brainwashed stupor hadn't succeeded either.

"Well, at least in the end, they didn't go all the way with it!" Luna remarked, as she blocked another one of Cinch's blasts.

"Not helping, sister!" Celestia snapped back, ducking under another Doombot's punch. Her horn ignited, a curved blade of pure magic appearing around the appendage. She sliced upwards, cutting the Doombot in two pieces with a crackle of sparks.

Neighsay ignited his horn, creating a tether of magical energy that snapped forward, wrapping around Celestia's neck. Luna rushed to try and help her sister, but was grabbed by two Doombots, holding her in place. Celestia thrashed, but the magical rope was cutting off her air supply, making it harder for her to think. Neighsay pulled, stepping back as he did so, making the rope constrict even harder.

"Princess Celestia!"

Sunset Shimmer came charging out, horn flaring as she blasted Neighsay in the side, knocking him off his hooves. His magical tether immediately disappeared, releasing Celestia. Turning to Princess Luna, Sunset fired two magical bolts at the Doombots holding her, causing them to loosen their grip enough that Luna was able to break free. Luna seized one in her magical grip, methodically ripping it apart into scrap metal, before tossing the pieces aside.

"Are you okay?" Sunset asked, galloping up to the side of her former mentor.

"I'm fine," Celestia insisted, raising a shield to block another beam from Cinch, "Thank you, Sunset."

Cinch hunkered down, laying even more bolts of magic at the trio, forcing them to keep their shields up. Neighsay got back up, empty-eyed as ever, and joined her. With Celestia and Luna occupied, only Sunset could return fire, and the two unicorns could easily dodge her attacks.

Salvation came in the form of Wanda floating across the battlefield, swinging a Doombot encased in her telekinetic grip like a flail, smacking Cinch and Neighsay away. She then mentally picked up the two unicorns, pulled back and clocked their heads together, cartoon style, before dropping them on the floor.

Celestia, Luna, and Sunset all waited, hoping. Their prayers went unanswered as the two unicorns rose to their hooves once again, horns ready.

"Strange," Wanda noted, her hands igniting with power once again, "Usually, that's enough to snap someone out of mind control."

"I don't think we ever get to be that lucky," said Sunset, as she primed her horn for another shot.

Above the main fight, Rhodey, Spike, and Rainbow Dash were having their own problems, courtesy of Wind Rider, Garble, and several Doombots. The three Avengers were flying in a tight formation, as their enemies followed closely behind them with a constant volley of fireballs and laser blasts. Wind Rider had attempted to tackle Rainbow again, but with War Machine guarding her, he found the task much more difficult than before.

"Come on, little dragon!" Garble cackled as he released a steady stream of flame at Spike's rear, "Show me you got guts! At least face me like a real dragon!"

"Not interested!" Spike shouted back, frantically flapping his wings to stay ahead of the teenage dragon.

Rhodey opened a hatch in the back of his suit, dropping a handful of explosive charges behind him. Garble was forced to rocket upwards to avoid the blasts, and several Doombots lost limbs, but Wind Rider's experience enabled him to curve his flight path, dodging the blasts, and pouncing down on Rainbow Dash, shoving the mare out of her flight pattern.

"Dashie!" yelled Spike, trying to dive down and help her. Unfortunately, Garble came from the side, slamming into the smaller dragon with his shoulder. Rhodey grunted, unable to help them as long as he had those Doombots on his tail.

"You'll pay, Dash!" Wind Rider snarled, rearing back and punching Rainbow in the face, "You'll pay for-!"

Rainbow managed to catch his next punch between her front hooves, flipping them over in midair. She beat her wings furiously, driving the stallion into the ground.

"Skip it, Rider," she snapped, "Nopony wants to hear your stupid sob story."

Spike was in a similar situation, with Garble wrapping one arm around his neck and squeezing. Spike gasped, trying to belt out a fireball, but with his air supply cutting off, he couldn't manage it. Garble laughed cruelly, applying yet more pressure. Knowing that he only had moments before he blacked out, Spike, desperate, reached up with one claw and poked Garble in the eye. The teenage dragon screeched, reaching up to clutch in injured optical, giving Spike just the second he needed to break free. Spike then flew above Garble, rotated head over heels, and slammed his tail into Garble's skull. The red dragon was knocked out of the sky, pitching him downward. Rainbow, seeing Spike's success, chucked the weakened Wind Rider at Garble, clocking the two of them together. Flying towards them, Spike punched Wing Rider, while Dash rammed into Garble's chest.

Rhodey was having a little bit more success, wrestling with two Doombots. He had one by the skull and was currently blasting its head to pieces with his chain gun, while the other was trying to blast him. So far, Rhodey had take a handful of blasts to the back of his armor, but it was holding.

"Come on, just fall apart, you stupid hunk of metal!" he growled, punching the bot that was somehow still functioning despite its head being in millions of pieces. His frustration growing, he shoved his fist down where its neck would've been, and fired a missile, blowing the thing apart from the inside.

He then found himself on the receiving end of a charged laser burst to the back, knocking him senseless. As Rhodey struggled to regain his composure, the Doombot came up to him, retracting its hand and producing a long blade, surrounded by a laser field.

A green fireball came from the side, blasting a hole into its head. Spike and Rainbow came up to it, tackling the bot and shoving it away in the air. Rhodey, having regained his focus, fired his grenade launcher at it, blasting it apart.

"Thanks, guys," Rhodey commented, "But we're not done yet."

He pointed behind them. Rainbow and Spike turned to find Garble and Wind Rider coming at them. They did not look happy.

"Of course," Rainbow groaned, raising her hooves.

* * *

Amora, having roped Scorpion, Shocker, and Ahuizotl into helping her, was busy driving Thor and Ghost into a corner. The king of Asgard and the spy were doing the best they could to hold off their enemies, but even with Thor's power, they weren't making much progress.

"I'm seriously regretting my decision not to ditch you guys!" Ava snapped angrily, as she punched Ahuizotl in the face, altering her density quickly to allow Scorpion's stabbing tail to pass through her, "This is insane!"

"I don't know what else you expected, Lady Starr," Thor replied, "We're the Avengers. Insane fights with thugs is kind of our thing." He fired a bolt of lightning towards Amora, who raised another dome-shaped shield to block it. Shocker fired from both of his gauntlets, striking Thor in the chest and knocking him onto his back.

"Pathetic, King Odinson," Amora laughed, her hands glowing with pure magic, "Even as a king, you're still a simple brute. I wonder what I ever saw in you."

"Wait, you two used to-" Ghost started.

"No!" Thor cut her off, hurling Jarnbjorn at Amora, who managed to deflect it. He caught the axe on the rebound. "She stalked me!"

Ava groaned. This was beginning to get too weird for her. However, before she could voice her displeasure, Scorpion's massive tail came swinging around, catching her in the chest before she was ready. She was knocked off her feet, and crashed into Thor, dazing both of them. Amora and her comrades advanced on them, all of them grinning wickedly.

"Hold on, we gotcha!" yelled Dr. Strange, Rarity on his tail. Eldritch magic swirled around his fingertips, forming a long whip. He swung the line in an arc, smacking it into Amora and all her allies, driving them backwards. Rarity fired a bolt of magic from her horn, striking Ahuizotl in the chest, slamming him into a wall.

"Thanks," said Ava, as Rarity helped her to her feet.

"Not a problem, darling," said the unicorn, "You can thank me by letting me design some new outfits for you! My goodness, that white suit does nothing for you!"

Ava rolled her eyes. However, she didn't have time to dwell on that, as Amora snapped to her feet, her hands and eyes glowing with magic. She fired a powerful beam towards the quartet, but Dr. Strange opened a portal to the mirror dimension, allowing the blast to pass harmlessly through it.

Scorpion, his frustration growing, charged past Amora, claws extended and tail primed to stab. Dr. Strange made a signal with his hand, and the Cloak of Levitation flew off his back, dived straight towards Gargan's knees, and acted as a tripwire, knocking the man onto his face. Strange then lashed an eldritch whip towards him, wrapping it around his neck and pulling him upwards. Strange then punched the unarmored part of his face.

Meanwhile, Ahuizotl leaped over his fallen comrade and dived at Ava, all three hands extended. Grunting, Ava altered her molecular density, allowing them beast to pass harmlessly through her. Re-solidifying herself, she grabbed his tail, yanking him off the ground and delivering a powerful kick to his neck. Ahuizotl screeched in pain, and his tail hand seized her by the wrist, pulling her towards him before she could react. The two smacked into each other, rolling across the battlefield, punching each other as they did so.

Thor and Rarity were left to battle Amora and Shocker. Both fired upon the two Avengers, forcing them to dive to the side. Shocker fired another blast at Rarity, who rolled away and retailing with a magical beam, pushing him back. Thor brought Jarnbjorn down on Amora, who barely managed to raise a shield in time to block it. Some of Thor's electricity diffused across the shield, shocking the sorceress slightly, but she held.

Across the hall, Fluttershy was beating her wings as hard as she could, fleeing from Cozy Glow's fire, and some blasts from Chrysalis, along with a rather angry Yelena. Barney had been taking shots at her, but Clint cut him off, forcing the two archers into another long range duel. Unfortunately, this meant he couldn't help Fluttershy, who was left alone to flee the evil trio. Eventually, they managed to force the timid pegasus into a corner.

"Don't bother trying your famous Stare," Chrysalis cackled, charging her crooked horn, "It won't work on us!"

"Sorry, Professor Fluttershy," said Cozy Glow, priming her cannons, "But Doom says you gotta die!"

Fluttershy quivered. It wasn't that she was afraid to punch her enemies, but she was the least combat oriented out of the entire team. If she tried to fight one, the others would no doubt pummel her. She wasn't sure what to do.

"Hang on, Fluttershy!" came Starlight's voice. The pink unicorn blasted Chrysalis in the side. Autumn Blaze, in burning nirik form, roared at Cozy Glow, forcing the pegasus to back off. Yelena tried to aid her comrades, but Natasha snuck up on her and tackled her, forcing the two women into a violent roll.

Fluttershy and Starlight were left facing Chrysalis. The changeling queen hissed, baring her fangs at the two mares.

"Starlight Glimmer. It seems I will eliminate you first." She opened her wings, igniting her horn. "That suits me just fine. For it is you I despise the most."

"Yeah, yeah. Whatever," the unicorn shrugged it off, charging her own magic.

Chrysalis fired the first blast, but Starlight managed to teleport herself and Fluttershy away. Appearing behind Chrysalis, Starlight countered with her own beam of magic, but the changeling had anticipated this, and dodged to the side. Growing more irritated, Starlight charged Chrysalis, her horn blaring, and fired several more blasts. Chrysalis weaved in and out of them, only to get clobbered by a bunch of bricks Starlight had blasted off the wall (she'd been missing on purpose). The changeling queen was pinned down by a heap of rubble.

Starlight slowly advanced on her, horn still primed to blast just in case. What she wasn't prepared for, however, was Chrysalis suddenly enveloping the bricks in her magic, levitating them and bombarding Starlight with them. The unicorn was scratched and bruised by the assault, and unable to protect herself when Chrysalis pounced on her her, the two of them rolling about the floor.

While all this had been going on, Fluttershy had been nervously shuffling backwards. She was nervous about trying to confront Chrysalis, even with Starlight on her side. Considering how her previous encounters with Chrysalis had gone, her fears seemed justified.

Finally, she swallowed. She couldn't leave Starlight alone to fight the changeling queen. As powerful as the unicorn was, she couldn't take Chrysalis alone. Fluttershy couldn't just stand by and do nothing. She spread her wings, taking off from her sitting position and charging at the duo.

Unfortunately, Chrysalis saw her coming. With a flash, the changeling shifted her appearance, changing into an exact copy of Starlight. As the two continued to wrestle, Fluttershy couldn't keep track of which one was which. Chrysalis even sounded like the real Starlight.

"Fluttershy, don't fall for her trick!" yelled one of the Starlights.

"She's lying! I'm the real one!" insisted the second Starlight.

Fluttershy groaned internally as she found herself at another impasse. She couldn't risk accidentally attacking the real Starlight and giving Chrysalis an opening. Then an idea came to her. Something the Chrysalis would probably answer differently than the real Starlight, considering how little the changeling understood about her.

"Starlight!" Fluttershy called out, "Do you regret anything you did?"

"Of course not!" snapped one of the Starlights, "I'm Starlight Glimmer! What could I possibly regret?"

"Hey, shut up!" yelled the second Starlight, "And you know I do, Fluttershy! I regret taking those Cutie Marks, I regret using magic on you and the others, I regret the whole time travel thing-"

Fluttershy was no longer listening. Instead, she flew straight into an airborne charge, ramming into the Starlight that'd spoken first, wrapping her front legs around her neck. The "Starlight" hissed angrily, morphing back into Chrysalis. She tried to reach up with her leg and shove the pegasus off, but Starlight conjured a magical tether on the tip of her horn, lashing it outwards and wrapping it around her stomach. Fluttershy let go just as Starlight yanked, pulling Chrysalis upwards and slamming her into a wall.

"I'm sorry about that question," Fluttershy insisted, flying down to the unicorn, "I had to ask something I knew Chrysalis wouldn't answer correctly."

"Heh. No problem," said Starlight, smiling happily, "You did help me out back there."

The rumbling of bricks disturbed their conversation, and they turned to find Chrysalis getting out of the pit she'd been smashed into. Her horn blared with green energy.

"Well, here we go again," Starlight complained, her own turquoise magical aura igniting.

At the same time, Autumn Blaze and Cozy Glow were still dueling, the nirik chucking multiple blue and red fireballs at the floating pegasus. Cozy Glow was firing her back cannons like crazy, forcing Autumn to jump around to dodge the shots.

"Why are you siding with them?!" Autumn demanded, her voice booming due to her current state, "You're a pony! Why would you betray your own species like that?!"

"Oh, you silly little non-pony," Cozy laughed, firing two more blasts at Autumn, "You couldn't understand, because it's not in your nature. Friendship isn't in your nature. Friendship is the ultimate power. And now that I have Lord Doom for a friend, I'll have the most power out of anypony in Equestria!"

Unfortunately for the pegasus, her words only served to infuriate Autumn even further. The burning nirik suddenly leaped from her position, tackling Cozy Glow out of the air. She dosed the flame on one limb, punching Cozy in the face. Cozy tried to maneuver her cannons to blast Autumn in the face, but she couldn't manage it. She eventually managed to buck the nirik off her chest, and the fight resumed.

Carol, meanwhile, was flying above the battlefield, trying to help where she could. So far, the best thing she could think to do was to keep the windigos busy so they didn't freeze everyone. The ghastly horses kept blowing streams of icy wind at the captain as she zoomed through the air, retaliating with photon blasts when she could. Her fists seemed to just phase through the things, so she was left with photon blasts.

Naturally, it was only a matter of time before the things got lucky. One of them launched an frosty blast at her legs, encasing them in ice, while she was busy blasting another. Carol gasped as the ice burned her legs, her blood circulation slowing down, and she was unable to maintain her flight, tumbling out of the sky as the three windigos swooped after her.

"Could somebody help me, please?!" she yelled into her earpiece, "I'm half-frozen in midair, here!"

Luckily, she didn't have to wait long. Korg rushed over and caught her before she could hit the ground. Meanwhile, a ball of blue lightning launched towards the windigos, blasting them away and shocking them. Tempest, the origin of the attack, galloped over to Korg and Carol, followed by a reluctant Loki.

"Don't worry, Cap," said Korg, "I can take care of this." He reared back and punched the ice encasing Carol's legs, and it shattered. Free, Carol took off into the air again, muttering a quick thanks.

"So who wants to fry some ghost horses?" called Tempest, firing another blast.

Loki sighed in annoyance, but readied his knives anyway.

* * *

The battle had been going on for a decent length of time, and the Avengers were making some progress. The number of active Doombots was reduced to nearly zero, but Doom's living minions were still doing their best to take them down. Even more troubling, Tony, Steve, Twilight, and Applejack still hadn't managed to take down Doom himself.

His frustration growing by the moment, Steve chucked his shield at Doom yet again, only for Doom to block it with a Tao Mandela. Steve barely managed to catch the rebounding disk as Twilight flew past him, her suit forming a laser blade on her front leg. She slashed at Doom, but the blade failed to penetrate his armor. Doom sent a whip of eldritch magic towards the alicorn, wrapping it around her chest and pulling. He punched her as she came close to him, causing her to fly back and slam into Tony's body, their suits clanging together. The two Avengers fell out of the air and slammed into the floor.

"This doesn't seem to be going according to our plan," Twilight remarked, getting back on her hooves.

"I'm aware of that," Tony snapped, firing a few repulsor blasts at Doom, "What are we going to do about it? Cap?"

"To be honest, I don't have a lot of suggestions," Steve replied, blocking another laser blast with his shield, "Maybe if we-"

His words came to a screeching halt, as a loud beeping sound filled the chamber. Doom took one second to glance behind him, where a massive apparatus shaped like a cannon rested. A blinking light on the side suddenly turned from green to red, and three chambers on the side (containing the Crystal Heart, the Alicorn Amulet, and Sombra's horn) glowed white. Beneath his metallic mask, Doom smiled.

"Right on cue," he muttered to himself.

He pressed a button on his armor's belt. Sparks of electricity began to dance around his suit, and in seconds, a dome of pure energy burst out from him, blasting Tony, Twilight, Steve, and Applejack away. Free of distractions, Doom rushed over to the cannon device, heaving it onto his shoulder. He then waved his hand in a circle, sparks of eldritch magic flowing and opening a circular portal in midair. He strolled right on through, carrying the cannon.

"He's getting away!" yelled Steve.

The four of them charged towards the portal, but Tony could tell from here that it was a lost cause. The portal was already beginning to collapse on itself, the sparks slowly fading away.

"Dr. Strange!" he called.

Strange shoved Batroc off of him, hurrying over to the portal. He activated his sling ring, taking control of the portal and trying to keep it open. But Doom's will was strong, and he had to fight every second to keep it open.

"Go!" he yelled, "I can't keep it open forever!"

The Avengers didn't hesitate, Tony, Twilight, Steve, and Applejack leading the charge into the portal. The others threw Doom's minions off of themselves, making their way to the portal as fast as they could. Doom's soldiers managed to make their way along as well, and the Cloak of Levitation dragged Dr. Strange after them.

* * *

**Equis, Everfree Forest**

Twilight came out first, her armor's jets bringing her to a stop as she looked around. She slowly recognized the place she was in as part of Equestria, Her elation slowly turned into fear as she realized exactly where she was: The gorge by the Castle of the Two Sisters. The location of the Tree of Harmony.

Twilight directed her gaze to the Tree itself. Doom had carried the cannon device over to the Tree, deploying three metallic legs to hold the thing up. The barrel of the cannon was pointed directly at the Tree. Twilight's fear morphed into panic. She knew exactly what he was doing, as he reached for the fire button.

"No...NO!" Twilight yelled, her suit's jets taking off, as she flew directly at Doom, "STOP! YOU DON'T KNOW WHAT YOU'RE DOING!"

Doom turned on his heel, creating another sparking portal directly in front of Twilight. The alicorn was unable to stop herself, flying through it and emerging directly in front of a wall, slamming head-first into it with a crash.

"Be silent, Twilight Sparkle," he growled, "Doom always knows what he is doing."

He reached for the button again, only for a second interruption to cut him off. This one took the form of one of Thor's lightning bolts lancing past him. Doom managed to sidestep the blast itself, but Thor firmly had his attention now.

"Doom!" roared the king of Asgard, hurling Jarnbjorn in a spinning motion, aiming for Doom's head, "Stop this nonsense! You can't stop us-"

His voice faltered as Doom held out his gauntleted hand, firing a strange, yellow ray of energy from his fingertip that caught the axe in motion, freezing it in place. With a yank, he pulled the axe into his own hand.

"Alright, maybe you can," Thor conceded.

None of the others had the opportunity to attack Doom. His minions, even the windigos, had followed them through the portal, and Titanium Man had seized Tony and Steve, forcing Applejack to try and rescue them. The others were similarly occupied, trying to fight off their enemies in the new environment. There was only one unguarded Avenger: Twilight, still recovering from the blow she took earlier. Doom took notice of this fact, and quickly took aim at the fallen alicorn, rearing back and hurling Jarnbjorn. With it's speed and sharpness, the axe would cut clear through her armor.

Thor's blood turned to ice. "NO!"

There was no hope of stopping Doom now. He'd already thrown the weapon with lethal accuracy. There was only one option available to Thor now. He charged towards Twilight, hurling himself in front of her.

And taking the axe directly into his back.

Thor's armor provided no protection against the magical weapon. The blade stabbed into his skin, punching through muscle and bone. Thor squeezed his one remaining eye shut, clenching his teeth, but he refused to scream in pain, resorting to an anguished grunt. Twilight, having shaken off her head injury, looked up at the terrible sight in front of her, her face falling. Her helmet retracted into her suit, revealing her purple eyes on the verge of tears.

"THOR!"

Satisfied, Doom turned back to the cannon, and pressed the button. The machine beeped several times as it charged to full power, a ball of red light gathering at the barrel. Suddenly, there was a blinding flash of light, as a beam of raw magic burst from the cannon, firing directly into the center of the Tree of Harmony, where the Element of Magic rested. The beam held for a few seconds, before tiny fractures started to spread outwards from the point of impact. The light of the Elements of Harmony began to shine brighter, the way a candle glows brightest just before the flame cuts out.

With a thunderous crack, the Tree of Harmony exploded.


End file.
